News Corporation NCRA SEC Form S-4

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News Corporation (NCRA) - SEC Form S-4
RNS Number : 8295Q
News Corporation
09 November 2012
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As filed with the Securities and Exchange Commission on November 9, 2012
Registration No.333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEWS AMERICA INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware 2711 13-3249610
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification
Identification No.)
incorporation or Code Number)
organization)
1211 Avenue of the Americas
New York, NY 10036
(212) 852-7000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
NEWS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 2711 26-0075658
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification
Identification No.)
incorporation or Code Number)
organization)
1211 Avenue of the Americas
New York, NY 10036
(212) 852-7000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Janet Nova, Esq.
News America Incorporated
1211 Avenue of the Americas
New York, NY 10036
(212) 852-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of communications to:
Amy Bowerman Freed, Esq.
Hogan Lovells US LLP
875 Third Avenue
New York, NY 10022
(212) 918-3000
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. ¨
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a
smaller reporting company) Smaller reporting company ¨
If applicable, place an X in the box to designate the appropriate rule
provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Maximum
Maximum
Title of each Offering
Class of Price Aggregate Amount of
Amount to be
Securities to Per Unit Offering Price Registration
be Registered Registered (1) (1) Fee
3.00% Senior
Notes Due 2022 $1,000,000,000 100% $1,000,000,000 $136,400
Guarantee of
the 3.00%
Senior Notes $1,000,000,000 (2) (2) None
Total $1,000,000,000 - $1,000,000,000 $136,400
(1) Estimated pursuant to Rule 457(f) under the Securities Act of 1933,
as amended, solely for the purposes of calculating the registration
fee.
(2) Pursuant to Rule 457(n) under the Securities Act of 1933, as amended,
no separate consideration will be received for the guarantee.
The registrants hereby amend this registration statement on such date or dates
as may be necessary to delay its effective date until the registrants shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section8(a), may determine.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED
PROSPECTUS
News America Incorporated
EXCHANGE OFFER OF
US$1,000,000,000 OF OUR 3.00% SENIOR NOTES DUE 2022
Unconditionally Guaranteed by
News Corporation
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, UNLESS EXTENDED.
Terms of the exchange offer:
• The exchange notes are being registered with the Securities and Exchange
Commission and are being offered in exchange for the original notes that
were previously issued in an offering exempt from the Securities and
Exchange Commission's registration requirements. The terms of the exchange
offer are summarized below and are more fully described in this
prospectus.
• We will exchange all original notes that are validly tendered and not
withdrawn prior to the expiration of the exchange offer.
• You may withdraw tenders of original notes at any time prior to the
expiration of the exchange offer.
• We believe that the exchange of original notes will not be a taxable event
for U.S. federal income tax purposes, but you should see "The Exchange
Offer-Tax Consequences of the Exchange Offer" and "Description of the
Notes-Tax Consequences of the Exchange Offer" on pages 17 and 33,
respectively, of this prospectus for more information.
• We will not receive any proceeds from the exchange offer.
• The terms of the exchange notes are substantially identical to the
original notes, except that the exchange notes are registered under the
Securities Act of 1933, as amended, and the transfer restrictions and
registration rights applicable to the original notes do not apply to the
exchange notes.
• News Corporation will guarantee the exchange notes. If we do not make
payments on the exchange notes, News Corporation must make them instead.
• We do not intend to list the exchange notes on any securities exchange or
to have them approved for any automated quotation system.
Investments in these securities involve risks. See Risk Factors on page 7.
Neither the Securities and Exchange Commission nor any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is .
This prospectus, the letter of transmittal and the notice of guaranteed
delivery are first being mailed to all holders of the original notes on
.
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NEWS
AMERICA INCORPORATED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL CREATE UNDER ANY CIRCUMSTANCES AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF NEWS CORPORATION AND ITS SUBSIDIARIES
SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY SECURITIES OTHER THAN THOSE SPECIFICALLY
OFFERED HEREBY OR AN OFFER TO SELL ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION WHERE, OR TO ANY PERSON WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. THE INFORMATION CONTAINED IN THIS PROSPECTUS SPEAKS ONLY AS
OF THE DATE OF THIS PROSPECTUS UNLESS THE INFORMATION SPECIFICALLY INDICATES
THAT ANOTHER DATE APPLIES.
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Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ii
PROSPECTUS SUMMARY 1
RATIO OF EARNINGS TO FIXED CHARGES OF NEWS CORPORATION 6
RISK FACTORS 7
THE EXCHANGE OFFER 8
USE OF PROCEEDS 18
DESCRIPTION OF CERTAIN INDEBTEDNESS 18
SELECTED HISTORICAL FINANCIAL INFORMATION OF NEWS CORPORATION 19
DESCRIPTION OF THE NOTES 21
BOOK-ENTRY; DELIVERY AND FORM 38
PLAN OF DISTRIBUTION 40
WHERE YOU CAN FIND MORE INFORMATION 41
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 41
LEGAL MATTERS 42
EXPERTS 42
We will provide to you upon written or oral request, without charge, a copy of
any and all of the information incorporated by reference in this prospectus;
however, a reasonable fee per page will be charged for any paper copies of any
exhibits to such information. Requests for copies of such information relating
to News Corporation should be directed to: News America Incorporated, 1211
Avenue of the Americas, New York, NY 10036, Attention: Investor Relations
(telephone number (212)852-7059).
In order to obtain timely delivery, you must request information no later than
, which is five business days before the scheduled
expiration of the exchange offer.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains statements that constitute "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. All statements, other than statements of historical fact,
included in this prospectus that address activities, events or developments
that we expect or anticipate will or may occur in the future, or that include
the words "may," "will," "would," "could," "should," "believes," "estimates,"
"projects," "plans," "intends," "anticipates," "continues," "forecasts,"
"designed," "goal," or the negative of those words or other comparable words
are intended to identify forward-looking statements.
These statements appear in a number of places in this prospectus and documents
incorporated by reference in this prospectus and are based on certain
assumptions and analyses made in light of our experience and perception of
historical trends, current conditions and expected future developments, as
well as other factors we believe are appropriate in the circumstances. These
forward-looking statements are subject to risks, uncertainties and assumptions
about News Corporation and its subsidiaries and businesses, including the
risks and uncertainties discussed in this prospectus under the caption "Risk
Factors" and elsewhere, and are not guarantees of performance. Other important
factors that could affect the future results of News Corporation and cause
those results or other outcomes to differ materially from those expressed in
the forward-looking statements include:
• worldwide economic and business conditions;
• rapidly changing technology challenging News Corporation's businesses'
ability to adapt successfully;
• exposure to fluctuations in currency exchange rates;
• significant changes in News Corporation's assumptions about customer
acceptance, overall market penetration and competition from providers of
alternative products and services;
• unexpected challenges created by legislative and regulatory developments;
• changes in News Corporation's business strategy and development plans; and
• other risks described from time to time in periodic reports that News
Corporation files with the Securities and Exchange Commission (the
"Commission").
Because the above factors could cause actual results or outcomes to differ
materially from those expressed in any forward-looking statement made by News
Corporation, you should not place undue reliance on any forward-looking
statement. Further, any forward-looking statement speaks only as of the date
on which it is made, and it should not be assumed that the statements made
herein remain accurate as of any future date. News Corporation undertakes no
obligation to publicly update or revise any forward-looking statement or
update or revise the reasons that actual results or outcomes could materially
differ from those anticipated in each forward-looking statement, except as
required by law. Readers should carefully review the other documents filed by
News Corporation with the Commission.
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL NEWS AMERICA INCORPORATED
ACCEPT SURRENDERS OF ORIGINAL NOTES FOR EXCHANGE FROM, HOLDERS IN ANY
JURISDICTION IN WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT
BE IN COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information included elsewhere or incorporated by reference in this
prospectus. Because this is a summary, it may not contain all the information
that may be important to you. You should read the entire prospectus, as well
as the information incorporated by reference, before making an investment
decision. When used in this prospectus, the terms "News America," "the
Company," "we," "our" and "us" refer to News America Incorporated and its
consolidated subsidiaries, and "News Corporation" refers to News Corporation
and its consolidated subsidiaries, unless otherwise specified.
NEWS AMERICA AND NEWS CORPORATION
News America
News America, an indirect 100% owned subsidiary of News Corporation, is an
operating company and holding company, which, together with its subsidiaries,
operates in a number of industry segments.
News Corporation
News Corporation is a diversified global media company, which manages and
reports its businesses in the following six segments:
• Cable Network Programming, which principally consists of the production
and licensing of programming distributed through cable television systems
and direct broadcast satellite operators primarily in the United States,
Latin America, Europe and Asia.
• Filmed Entertainment , which principally consists of the production and
acquisition of live-action and animated motion pictures for distribution
and licensing in all formats in all entertainment media worldwide, and the
production and licensing of television programming worldwide.
• Television , which principally consists of the broadcasting of network
programming in the UnitedStates and the operation of 27 full power
broadcast television stations, including nine duopolies, in the United
States (of these stations, 17 are affiliated with the FOX Broadcasting
Company and 10 are affiliated with Master Distribution Service, Inc.
("MyNetworkTV")).
• Direct Broadcast Satellite Television , which consists of the distribution
of basic and premium programming services via satellite and broadband
directly to subscribers in Italy.
• Publishing , which principally consists of News Corporation's newspapers
and information services, book publishing and integrated marketing
services businesses. The newspapers and information services business
principally consists of the publication of national newspapers in the
United Kingdom, the publication of approximately 140 newspapers in
Australia, the publication of a metropolitan newspaper and a national
newspaper (with international editions) in the United States and the
provision of information services. The book publishing business consists
of the publication of English language books throughout the world and the
integrated marketing services business consists of the publication of
free-standing inserts and the provision of in-store marketing products and
services in the UnitedStates and Canada.
• Other , which principally consists of News Corporation's digital media
properties and Amplify, News Corporation's education technology
businesses.
News America's and News Corporation's principal executive offices are located
at 1211 Avenue of the Americas, New York, New York 10036. The telephone number
at that address is (212)852-7000.
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The Exchange Offer
On September14, 2012, we completed the offering of $1,000,000,000 aggregate
principal amount of 3.00% Senior Notes due 2022. The offering was made in
reliance upon an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"). As part of the
offering, we entered into a registration rights agreement with the initial
purchasers of the original notes in which we agreed, among other things, to
deliver this prospectus and to complete an exchange offer for the original
notes. Below is a summary of the exchange offer.
Securities offered Up to $1,000,000,000 aggregate principal amount of exchange
3.00% Senior Notes due 2022 which have been registered
under the Securities Act. The form and terms of these
exchange notes are identical in all material respects to
those of the original notes. The exchange notes, however,
will not contain transfer restrictions and registration
rights applicable to the original notes.
The exchange offer We are offering to exchange $1,000 principal amount of our
exchange 3.00% Senior Notes due 2022 which have been
registered under the Securities Act, for each $1,000
principal amount of our outstanding original 3.00% Senior
Notes due 2022.
In order to be exchanged, an original note must be properly tendered and
accepted. All original notes that are validly tendered and not withdrawn will
be exchanged. As of the date of this prospectus, there is $1,000,000,000
principal amount of 3.00% original notes outstanding. We will issue exchange
notes promptly after the expiration of the exchange offer.
Resales We are registering the exchange offer in reliance on the position
enunciated by the Commission in Exxon Capital Holdings Corp., SEC
No-Action Letter (April13, 1988), Morgan Stanley& Co, Inc., SEC
No-Action Letter (June5, 1991), and Shearman& Sterling, SEC
No-Action Letter (July2, 1993). Based on interpretations by the Staff
of the Commission, as detailed in a series of no-action letters issued
to third parties, we believe that the exchange notes issued in the
exchange offer may be offered for resale, resold or otherwise
transferred by you without compliance with the registration and
prospectus delivery requirements of the Securities Act as long as:
• you are acquiring the exchange notes in the ordinary course of your
business;
• you are not participating, do not intend to participate and have no
arrangement or understanding with any person to participate, in a
distribution of the exchange notes; and
• you are not our affiliate.
Rule 405 under the Securities Act defines "affiliate" as a person that,
directly or indirectly, controls or is controlled by, or is under common
control with, a specified person. In the absence of an exemption, you
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must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with the resale of the exchange notes. If you
fail to comply with these requirements, you may incur liabilities under the
Securities Act and we will not indemnify you for such liabilities.
Each broker or dealer that receives exchange notes for its own account in
exchange for original notes that were acquired as a result of market-making
or other trading activities must acknowledge that it will comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any offer to resell, resale, or other transfer of the
exchange notes issued in the exchange offer and that it has not entered into
any arrangement or understanding with the Company or News Corporation or an
affiliate of the Company or News Corporation to distribute the exchange
notes.
Expiration date 5:00 p.m., New York City time, on , unless
we extend the expiration date.
Withdrawal rights You may withdraw tenders of the original notes at any time
prior to 5:00 p.m., New York City time, on the expiration
date. For more information, see the section entitled "The
Exchange Offer" under the heading "Terms of the Exchange
Offer."
Conditions to the The exchange offer is subject to certain customary
exchange offer conditions, which we may waive in our sole discretion. For
more information, see the section entitled "The Exchange
Offer" under the heading "Conditions to the Exchange Offer."
The exchange offer is not conditioned upon the exchange of
any minimum principal amount of original notes.
Procedures for tendering If you wish to accept the exchange offer, you must
original notes (1) complete, sign and date the accompanying letter
of transmittal, or a facsimile copy of such letter,
in accordance with its instructions and the
instructions in this prospectus, and (2) mail or
otherwise deliver the executed letter of transmittal,
together with the original notes and any other
required documentation to the exchange agent at the
address set forth in the letter of transmittal. If
you are a broker, dealer, commercial bank, trust
company or other nominee and you hold original notes
through The Depository Trust Company ("DTC") and wish
to accept the exchange offer, you must do so pursuant
to DTC's automated tender offer program. By executing
or agreeing to be bound by the letter of transmittal,
you will represent to us, among other things, (1)
that you are, or the person or entity receiving the
exchange notes is, acquiring the exchange notes in
the ordinary course of business, (2) that neither you
nor any such other person or entity has any
arrangement or understanding with any person to
participate in the distribution of the exchange notes
within the meaning of the Securities Act and (3) that
neither you nor any such other person or entity is
our affiliate within the meaning of Rule 405 under
the Securities Act.
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If you are a beneficial owner whose original notes are registered in the name
of a broker, dealer, commercial bank, trust company or other nominee and you
wish to tender in the exchange offer, we urge you to promptly contact the
person or entity in whose name your original notes are registered and
instruct that person or entity to tender on your behalf. If you wish to
tender in the exchange offer on your own behalf, you must, prior to
completing and executing the letter of transmittal and delivering your
original notes, either make appropriate arrangements to register ownership of
your original notes in your name or obtain a properly completed bond power
from the person or entity in whose name your original notes are registered.
The transfer of registered ownership may take considerable time.
Guaranteed delivery If you wish to tender your original notes and your
procedures original notes are not immediately available or you cannot
deliver your original notes, the letter of transmittal or
any other documents required to the exchange agent (or
comply with the procedures for book-entry transfer) prior
to the expiration date, you must tender your original
notes according to the guaranteed delivery procedures set
forth in the section entitled "The Exchange Offer" under
the heading "Guaranteed Delivery Procedures."
Taxation The exchange pursuant to the exchange offer will generally not be a
taxable event for U.S. federal income tax purposes. For more details,
see the sections entitled "The Exchange Offer-Tax Consequences of the
Exchange Offer" and "Description of the Notes-Tax Consequences of the
Exchange Offer."
Consequences of failure to If you do not exchange the original notes, they
exchange will remain entitled to all the rights and
preferences and will continue to be subject to the
limitations contained in the indenture. However,
following the exchange offer, all outstanding
original notes will still be subject to the same
restrictions on transfer, and we will have no
obligation to register outstanding original notes
under the Securities Act.
Use of proceeds We will not receive any proceeds from the exchange offer. For
more details, see the "Use of Proceeds" section.
Exchange agent The Bank of New York Mellon is serving as the exchange agent in
connection with the exchange offer. The address, telephone
number and facsimile number of the exchange agent are listed
under the section entitled "The Exchange Offer" under the
heading "Exchange Agent."
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The Notes
Issuer News America Incorporated.
Guarantor News Corporation is a guarantor (the "Guarantor") of the original
notes and the exchange notes. If we cannot make payments on the
original notes or the exchange notes when they are due, the
Guarantor must make them instead.
Securities offered US$1,000,000,000 aggregate principal amount of 3.00% Senior
Notes due 2022.
Maturity September 15, 2022.
Interest payment dates March 15 and September 15 of each year, commencing
March 15, 2013.
Redemption The notes may not be redeemed by the Company prior to maturity,
except as set forth herein. See "Description of the
Notes-Redemption by the Company."
Ranking The notes will be direct unsecured obligations and will constitute
indebtedness (as defined herein) ranking pari passu with all other
unsecured indebtedness which is not by its terms subordinated to the
notes. The guarantee constitutes indebtedness of the Guarantor, and is
intended to rank pari passu with all other unsecured indebtedness of
the Guarantor, which is not by its terms subordinated to the
guarantee. See "Description of the Notes."
Change of control If we experience a change of control triggering event as
described in the section entitled "Description of the
Notes-Repurchase upon change of control triggering event,"
we must offer to repurchase the notes at a purchase price in
cash equal to 101% of the aggregate principal amount, plus
accrued and unpaid interest, if any, to the date of
repurchase.
Certain covenants The indenture, among other things, limits our ability to
incur liens and requires our subsidiaries to issue
guarantees under certain circumstances. The indenture also
restricts our ability and the ability of News Corporation to
sell all or substantially all of our or its assets or to
merge with or into other companies. For more details, see
"Description of the Notes-Successor corporation" and
"Description of the Notes-Certain covenants."
Governing Law The notes will be governed by and construed in accordance with
the laws of the State of New York.
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Absence of public The notes will constitute a new class of securities for
market for the notes which there is no established public trading market.
There has been no public market for the original notes,
and it is not currently anticipated that an active public
market for the exchange notes will develop. We currently
do not intend to apply for the listing of the notes on
any securities exchange or to seek approval for quotation
through any automated quotation system. Although the
initial purchasers have informed us that they currently
intend to make a market in the notes, they are not
obligated to do so and any such market-making activity
may be discontinued at any time without notice.
Accordingly, there can be no assurance as to the
development or liquidity of any market for the notes. See
"Plan of Distribution."
Risk Factors You should read the section entitled "Risk Factors" for important
information regarding the exchange notes and us.
RATIO OF EARNINGS TO FIXED CHARGES OF NEWS CORPORATION
The following table sets forth the ratio of earnings to fixed charges for the
periods indicated:
Threemonths
ended
September30,
2012 Fiscal Year Ended June30,
2012 2011 2010 2009 2008
8.3 2.6 4.3 3.6 * * 7.5
** Earnings did not cover fixed charges by $4.9 billion during the fiscal year
ended June30, 2009 due to non-cash impairment charges of $8.9 billion
($7.2 billion net of tax) consisting of a write-down of News Corporation's
indefinite-lived intangible assets (primarily FCC licenses in the
Television segment) of $4.6 billion, a write-down of $4.1 billion of
goodwill and a write-down of the Publishing segment's fixed assets of $185
million.
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RISK FACTORS
Before you participate in the exchange offer, you should be aware that there
are various risks, including the ones listed below. You should carefully
consider these risk factors, as well as the other information contained or
incorporated by reference in this prospectus, in evaluating your participation
in the exchange offer.
Risk Factor Relating to the Notes and Guarantees
Structural Risks.The operations of News Corporation worldwide and the
operations of News America in the United States are conducted through
subsidiaries, and, therefore, News Corporation and News America are dependent
upon the earnings and cash flows of their subsidiaries to meet debt service
obligations, including obligations with respect to the notes. The claims of
holders of the notes will be subordinate to claims of creditors of the
subsidiaries of the Guarantor (other than News America) with respect to the
assets of such subsidiaries in the event of bankruptcy or reorganization of
such subsidiaries.
Risk Factor Relating to the Exchange Offer
If you do not exchange your original notes for exchange notes, you will
continue to have restrictions on your ability to resell them, which could
reduce their value.The original notes were not registered under the Securities
Act or under the securities laws of any state and may not be resold, offered
for resale, or otherwise transferred unless they are subsequently registered
or resold pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws. If you do not exchange
your original notes for exchange notes pursuant to the exchange offer, you
will not be able to resell, offer to resell, or otherwise transfer the
original notes unless they are registered under the Securities Act or unless
you resell them, offer to resell them or otherwise transfer them under an
exemption from the registration requirements of, or in a transaction not
subject to, the Securities Act.
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THE EXCHANGE OFFER
Purpose of the Exchange Offer
The exchange offer is designed to provide holders of original notes with an
opportunity to acquire exchange notes (the "Exchange Notes") which, unlike the
original notes, will not be restricted securities and will be freely
transferable at all times, subject to any restrictions on transfer imposed by
state "blue sky" laws and provided that the holder is not our affiliate within
the meaning of the Securities Act and represents that the Exchange Notes are
being acquired in the ordinary course of the holder's business and the holder
is not engaged in, and does not intend to engage in, a distribution of the
Exchange Notes. Capitalized terms used herein and otherwise not defined are
defined in the indenture dated as of August25, 2009, as amended and restated
on February16, 2011 (the "Indenture"), among the Company, News Corporation
and The Bank of New York Mellon, as trustee.
The outstanding original 3.00% Senior Notes in the aggregate principal amount
of US$1,000,000,000 were originally issued and sold on September14, 2012 (the
"Issue Date"), to J.P. Morgan Securities LLC, Citigroup Global Markets Inc.,
Goldman, Sachs& Co. and Merrill Lynch, Pierce, Fenner& Smith Incorporated as
initial purchasers, pursuant to the purchase agreement dated as of
September11, 2012. The original notes were issued and sold in a transaction
not registered under the Securities Act in reliance upon the exemption
provided by Section4(2) of the Securities Act. The concurrent resale of the
original notes by the initial purchaser to investors was also done in reliance
upon the exemption provided by Rule 144A promulgated under the Securities Act.
The original notes are restricted securities and may not be reoffered, resold
or transferred other than pursuant to a registration statement filed pursuant
to the Securities Act or unless an exemption from the registration
requirements of the Securities Act is available. Pursuant to Rule 144A
promulgated under the Securities Act, the original notes may generally be
resold (a)commencing six months after the Issue Date, in an amount up to, for
any three-month period, the greater of 1% of the original notes then
outstanding or the average weekly trading volume of the original notes during
the four calendar weeks preceding the filing of the required notice of sale
with the Commission so long as News Corporation remains current in its
periodic filing obligations and (b)commencing one year after the Issue Date,
in any amount and otherwise without restriction by a holder who is not, and
has not been for the preceding three months, our affiliate. Certain other
exemptions may also be available under other provisions of the federal
securities laws for the resale of the original notes.
In connection with the original issuance and sale of the original notes, we
entered into the registration rights agreement, dated as of September14, 2012
(the "Registration Rights Agreement"), pursuant to which we agreed to file
with the Commission a registration statement covering the exchange by us of
the Exchange Notes for the original notes (the "Exchange Offer"). The
Registration Rights Agreement provides that we will file with the Commission
an exchange offer registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act, with respect to
an offer to exchange the original notes for the Exchange Notes and to offer to
holders of original notes who are able to make certain representations the
opportunity to exchange their original notes for Exchange Notes.
The Registration Rights Agreement provides that (i)unless the Exchange Offer
would not be permitted by applicable law or the policies of the Commission
("SEC Policy"), we will file the Exchange Offer Registration Statement with
the Commission on or prior to 90 days after the Issue Date, (ii)unless the
Exchange Offer would not be permitted by applicable law or SEC Policy, we will
use our reasonable best efforts to have the Exchange Offer Registration
Statement declared effective by the Commission on or prior to 180 days after
the Issue Date, (iii)unless the Exchange Offer would not be permitted by
applicable law or SEC Policy, we will commence the Exchange Offer and use our
reasonable best efforts to issue, on or prior to 225 days after the Issue
Date, Exchange Notes, in exchange for all original notes tendered prior
thereto in the Exchange Offer and (iv)if obligated to file a shelf
registration statement, we will use our reasonable best efforts to file the
shelf registration statement prior to the later of (a)90 days after the Issue
Date or (b)30 days after such filing obligation arises ( provided, however,
that if the Exchange Offer Registration Statement is not declared effective by
the Commission on or prior to the 180 th day after the Issue Date, then the
Company will file the shelf registration
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statement with the Commission on or prior to the 210 th day after the Issue
Date, unless the Company has consummated the Exchange Offer prior to the 180
th day after the Issue Date whereby the Company's obligations to file a shelf
registration statement pursuant to clause (iv)above shall be cancelled). We
shall use our reasonable best efforts to keep such shelf registration
statement continuously effective, supplemented and amended for a period of six
months from the Issue Date or such shorter period that will terminate when all
notes covered by the shelf registration statement have been sold pursuant
thereto. A holder of original notes that sells its original notes pursuant to
the shelf registration statement generally will be required to be named as a
selling securityholder in the related prospectus and to deliver a prospectus
to purchasers, will be subject to certain of the civil liability provisions
under the Securities Act in connection with such sales and will be bound by
the provisions of the Registration Rights Agreement that are applicable to
such holder (including certain indemnification and contribution obligations).
Under existing interpretations by the Staff of the Commission, the Exchange
Notes, in general, would not be restricted securities and would be freely
transferable after the Exchange Offer without further registration under the
Securities Act; provided, however, that in the case of broker-dealers
participating in the Exchange Offer, a prospectus meeting the requirements of
the Securities Act must be delivered by such broker-dealers in connection with
resales of the Exchange Notes. We have agreed for a period of 90 days after
consummation of the Exchange Offer, to make available a prospectus meeting the
requirements of the Securities Act to any such broker-dealer for use in
connection with any resale of any Exchange Notes acquired in the Exchange
Offer. Abroker-dealer that delivers such a prospectus to purchasers in
connection with such resales will be subject to certain of the civil liability
provisions under the Securities Act and will be bound by the provisions of the
Registration Rights Agreement (including certain indemnification rights and
obligations).
Each holder of original notes that wishes to exchange such original notes for
Exchange Notes in the Exchange Offer will be required to make certain
representations, including representations that (i)any Exchange Notes to be
received by it will be acquired in the ordinary course of its business,
(ii)it has no arrangement with any person to participate in the distribution
(within the meaning of the Securities Act) of Exchange Notes and (iii)it is
not our affiliate as defined in Rule 405 under the Securities Act, or if it is
an affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable.
If the holder is not a broker-dealer, it will be required to represent that it
is not engaged in, and does not intend to engage in, the distribution of
Exchange Notes. If the holder is a broker-dealer that will receive Exchange
Notes for its own account in exchange for original notes that were acquired as
a result of market-making activities or other trading activities, it will be
required to acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Notes.
We have agreed to pay all expenses incident to the Exchange Offer and will
indemnify each initial purchaser against certain liabilities, including
liabilities under the Securities Act.
Pursuant to the Registration Rights Agreement, we will be required to pay
additional interest if a registration default exists. A registration default
will exist if:
• we fail to file any of the registration statements required by the
Registration Rights Agreement on or before the date specified for such
filing;
• any of the registration statements is not declared effective by the
Commission on or prior to the date specified for such effectiveness,
referred to in the Registration Rights Agreement as the Effectiveness
Target Date;
• the Exchange Offer is required to be consummated under the Registration
Rights Agreement and we fail to issue Exchange Notes in exchange for all
original notes properly tendered and not withdrawn in the Exchange Offer
within 45 days of the Effectiveness Target Date with respect to the
Exchange Offer Registration Statement; or
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• the shelf registration statement or the Exchange Offer Registration
Statement is declared effective but thereafter ceases to be effective or
usable in connection with the Exchange Offer or resales of the Exchange
Notes, as the case may be, during the periods specified in the
Registration Rights Agreement.
Additional interest will accrue on the principal amount of the notes (in
addition to the stated interest on the notes) from and including the date on
which any of the registration defaults described above has occurred and
continue until all registration defaults have been cured. Additional interest
will accrue at a rate of 0.25%per annum during the 90-day period immediately
following the occurrence of a registration default and will increase by
0.25%per annum at the beginning of each subsequent 90-day period (or portion
thereof) while a registration default is continuing, up to a maximum rate of
additional interest of 1.00%per annum.
This summary of certain provisions of the Registration Rights Agreement does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all the provisions of the Registration Rights Agreement,
which is listed as an exhibit to the registration statement of which this
prospectus is a part.
Terms of the Exchange Offer
Upon the terms and subject to the conditions set forth in this prospectus and
in the letter of transmittal, we will accept any and all original notes
validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on
the expiration date. Subject to the minimum denomination requirements of the
Exchange Notes, the Exchange Notes are being offered in exchange for a like
principal amount of original notes. Original notes may be exchanged only in
integral multiples of US$1,000 principal amount. Holders may tender some or
all of their original notes pursuant to the Exchange Offer.
The form and terms of the Exchange Notes will be identical in all material
respects to the form and terms of the original notes except that (i)the
Exchange Notes will be registered under the Securities Act and, therefore,
will not bear legends restricting the transfer thereof and (ii)holders of the
Exchange Notes will not be entitled to certain rights of holders of original
notes under the Registration Rights Agreement. The Exchange Notes will
evidence the same debt as the original notes and will be entitled to the
benefits of the Indenture. Each series of Exchange Notes will be treated as a
single class under the Indenture with any original notes of that series that
remain outstanding. The Exchange Offer is not conditioned upon any minimum
aggregate principal amount of original notes being tendered for exchange.
As of , US$1,000,000,000 aggregate principal amount of
original 3.00% Senior Notes were outstanding. This prospectus, the letter of
transmittal and notice of guaranteed delivery are being sent to all registered
holders of original notes as of . Tendering holders will
not be required to pay brokerage commissions or fees or, subject to the
instructions in the letter of transmittal, transfer taxes with respect to the
exchange of original notes pursuant to the Exchange Offer. We will pay all
charges and expenses, other than certain transfer taxes that may be imposed,
in connection with the Exchange Offer. See "-Payment of Expenses."
Holders of original notes do not have any appraisal or dissenters' rights
under the General Corporation Law of the State of Delaware in connection with
the Exchange Offer.
Expiration Date; Extensions; Termination
The Exchange Offer will expire at 5:00 p.m., New York City time, on
(21 business days following the date notice of the
Exchange Offer was mailed to the holders). We reserve the right to extend the
Exchange Offer at our discretion, in which event the term expiration date
shall mean the time and date on which the Exchange Offer as so extended shall
expire. We shall notify the exchange agent of any extension by oral or written
notice and shall notify the registered holders of original notes via a press
release prior to 9:00 a.m., NewYork City time, on the next business day after
the previously scheduled expiration date.
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We reserve the right to extend or terminate the Exchange Offer and not accept
for exchange any original notes if any of the events set forth below under the
caption "-Conditions to the Exchange Offer" occur and are not waived by us, by
giving oral or written notice of such delay or termination to the exchange
agent. See"-Conditions to the Exchange Offer." The rights reserved by us in
this paragraph are in addition to our rights set forth below under the caption
"-Conditions to the Exchange Offer."
Procedures for Tendering
The tender to us of original notes by a holder pursuant to one of the
procedures set forth below and the acceptance thereof by us will constitute an
agreement between such holder and us in accordance with the terms and subject
to the conditions set forth herein and in the letter of transmittal.
Except as set forth below, a holder who wishes to tender original notes for
exchange pursuant to the Exchange Offer must transmit an agent's message or a
properly completed and duly executed letter of transmittal, including all
other documents required by such letter of transmittal, to the exchange agent
at the address set forth below under "Exchange Agent" on or prior to the
expiration date. In addition, either (i)certificates for such original notes
must be received by the exchange agent along with the letter of transmittal,
(ii)a timely confirmation of a book-entry transfer (a book-entry
confirmation) of such original notes, if such procedure is available, into the
exchange agent's account at DTC pursuant to the procedure of book-entry
transfer described below, must be received by the exchange agent prior to the
expiration date, or (iii)the holder must comply with the guaranteed delivery
procedures described below. LETTERS OF TRANSMITTAL AND ORIGINAL NOTES SHOULD
NOT BE SENT TO US.
The term "Agent's Message" means a message, transmitted by DTC to and received
by the exchange agent and forming a part of a book-entry confirmation, which
states that DTC has received an express acknowledgement from the tendering
participant, which acknowledgment states that such participant has received
and agrees to be bound by the letter of transmittal and that we may enforce
such letter of transmittal against such participant.
Signatures on a letter of transmittal must be guaranteed unless the original
notes tendered pursuant thereto are tendered (i)by a registered holder of
original notes who has not completed the box entitled "Special Issuance and
Delivery Instructions" on the letter of transmittal or (ii)for the account of
any firm that is a member of a registered national securities exchange or a
commercial bank or trust company having an office in the UnitedStates, each
an eligible institution. In the event that signatures on a letter of
transmittal are required to be guaranteed, such guarantee must be by an
eligible institution.
The method of delivery of original notes and other documents to the exchange
agent is at the election and risk of the holder, but if delivery is by mail it
is suggested that the mailing be made sufficiently in advance of the
expiration date to permit delivery to the exchange agent before the expiration
date.
If the letter of transmittal is signed by a person other than a registered
holder of any original notes tendered therewith, such original notes must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name of the registered holder appears on the original notes.
If the letter of transmittal or any original notes or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and, unless waived by us, proper
evidence satisfactory to us of their authority to so act must be submitted.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered original notes will be resolved by us, and
our determination will be final and binding. We reserve the absolute
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right to reject any or all tenders that are not in proper form or the
acceptance of which would, in the opinion of our counsel, be unlawful. We also
reserve the right to waive any irregularities or conditions of tender as to
particular original notes. Our interpretation of the terms and conditions of
the Exchange Offer (including the instructions in the letter of transmittal)
will be final and binding. Unless waived, any irregularities in connection
with tenders must be cured within such time as we shall determine. Neither we
nor the exchange agent shall be under any duty to give notification of defects
in such tenders or shall incur liabilities for failure to give such
notification. Tenders of original notes will not be deemed to have been made
until such irregularities have been cured or waived. Any original notes
received by the exchange agent that are not properly tendered and as to which
the irregularities have not been cured or waived will be returned by the
exchange agent to the tendering holder, unless otherwise provided in the
letter of transmittal, as soon as practicable following the expiration date.
Our acceptance for exchange of original notes tendered pursuant to the
Exchange Offer will constitute a binding agreement between the tendering
person and us upon the terms and subject to the conditions of the Exchange
Offer.
Book-Entry Transfer
The exchange agent will make a request to establish an account with respect to
the original notes at DTC for purposes of the Exchange Offer within two
business days after the date of this prospectus. Any financial institution
that is a participant in DTC's book-entry transfer facility systems may make
book-entry delivery of original notes by causing DTC to transfer those
original notes into the exchange agent's account at DTC in accordance with
DTC's procedures for transfer. However, although delivery of original notes
may be effected through book-entry transfer into the exchange agent's account
at DTC, an Agent's Message or a duly executed letter of transmittal, including
all other documents required by such letter of transmittal, must in any case,
be transmitted to and received by the exchange agent at one of the addresses
set forth below under the caption "Exchange Agent" on or prior to the
expiration date or the guaranteed delivery procedures described below must be
complied with.
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
Guaranteed Delivery Procedures
Holders who wish to tender their original notes and (i)whose original notes
are not immediately available, or (ii)who cannot deliver their original
notes, the letter of transmittal or any other required documents to the
exchange agent prior to the expiration date, may effect a tender if:
(a) the tender is made through an eligible institution;
(b) prior to the expiration date, the exchange agent receives from an eligible
institution a properly completed and duly executed letter of transmittal, or a
facsimile of the letter of transmittal, and notice of guaranteed delivery by
facsimile transmission, mail or hand delivery setting forth the name and
address of the holder of the original notes, the certificate number or numbers
of the original notes and the amount of original notes being tendered, stating
that the tender is being made and guaranteeing that, within three NASDAQ Stock
Market trading days after the expiration date, the properly completed and duly
executed letter of transmittal (or facsimile thereof) together with the
certificates for all physically tendered original notes, in proper form for
transfer, or a book-entry confirmation, as the case may be, and any other
documents required by the letter of transmittal will be deposited by the
eligible institution with the exchange agent; and
(c) a properly completed and executed letter of transmittal (or facsimile
thereof), as well as the certificates representing all tendered original notes
in proper form for transfer, or a book-entry confirmation, as the case may be,
and all other documents required by the letter of transmittal, are received by
the exchange agent within three NASDAQ Stock Market trading days after the
expiration date.
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Conditions to the Exchange Offer
Notwithstanding any other provisions of the Exchange Offer, or any extension
of the Exchange Offer, we will not be required to accept for exchange, or to
issue Exchange Notes in exchange for, any original notes and may terminate the
Exchange Offer (whether or not any original notes have been accepted for
exchange) or may waive any conditions to or amend the Exchange Offer, if any
of the following conditions have occurred or exists or have not been
satisfied:
• there is threatened, instituted or pending any action or proceeding
before, or any statute, rule, regulation, injunction, order or decree
issued by, any court or governmental agency or other governmental
regulatory or administrative agency or commission:
(1) seeking to restrain or prohibit the making or completion of the Exchange
Offer or any other transaction contemplated by the Exchange Offer, or
assessing or seeking any damages as a result of this transaction; or
(2) resulting in a material delay in our ability to accept for exchange or
exchange some or all of the original notes in the Exchange Offer; or
• any action has been taken, proposed or threatened, by any governmental
authority, domestic or foreign, that in our sole judgment might directly
or indirectly result in any of the consequences referred to in clauses
(1)or (2)above or, in our sole judgment, might result in the holders of
Exchange Notes having obligations with respect to resales and transfers of
Exchange Notes which are greater than those described in the
interpretation of the Commission referred to above, or would otherwise
make it inadvisable to proceed with the Exchange Offer; or
• the following has occurred:
(1) any general suspension of or general limitation on prices for, or trading
in, securities on any national securities exchange or in the over-the-counter
market; or
(2) any limitation by a governmental authority, which may adversely affect our
ability to complete the transactions contemplated by the Exchange Offer; or
(3) a declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States or any limitation by any governmental
agency or authority which adversely affects the extension of credit; or
(4) a commencement of a war, armed hostilities or other similar international
calamity directly or indirectly involving the United States, or, in the case
of any of the preceding events existing at the time of the commencement of the
Exchange Offer, a material acceleration or worsening of these calamities; or
• any change, or any development involving a prospective change, has
occurred or been threatened in our business, financial condition,
operations or prospects and those of our subsidiaries taken as a whole
that is or may be adverse to us, or we have become aware of facts that
have or may have an adverse impact on the value of the original notes or
the Exchange Notes, which in our sole judgment in any case makes it
inadvisable to proceed with the Exchange Offer and/or with such acceptance
for exchange or with such exchange; or
• there shall occur a change in the current interpretation by the Staff of
the Commission which permits the Exchange Notes issued pursuant to the
Exchange Offer in exchange for original notes to be offered for resale,
resold and otherwise transferred by holders thereof (other than
broker-dealers and any such holder which is our affiliate within the
meaning of Rule 405 promulgated under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired in the
ordinary course of such holders' business and such holders have no
arrangement or understanding with any person to participate in the
distribution of such Exchange Notes; or
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• any law, statute, rule or regulation shall have been adopted or enacted
which, in our judgment, would reasonably be expected to impair our ability
to proceed with the Exchange Offer; or
• a stop order shall have been issued by the Commission or any state
securities authority suspending the effectiveness of the registration
statement, or proceedings shall have been initiated or, to our knowledge,
threatened for that purpose, or any governmental approval has not been
obtained, which approval we shall, in our sole discretion, deem necessary
for the consummation of the Exchange Offer as contemplated hereby; or
• we have received an opinion of counsel experienced in such matters to the
effect that there exists any actual or threatened legal impediment
(including a default or prospective default under an agreement, indenture
or other instrument or obligation to which we are a party or by which we
are bound) to the consummation of the transactions contemplated by the
Exchange Offer.
If we determine in our sole and absolute discretion that any of the foregoing
events or conditions has occurred or exists or has not been satisfied, we may,
subject to applicable law, terminate the Exchange Offer (whether or not any
original notes have been accepted for exchange) or may waive any such
condition or otherwise amend the terms of the Exchange Offer in any respect.
If such waiver or amendment constitutes a material change to the Exchange
Offer, we will promptly disclose such waiver or amendment by means of a
prospectus supplement that will be distributed to the registered holders of
the original notes and will extend the Exchange Offer to the extent required
by Rule 14e-1 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
These conditions are for our sole benefit and we may assert them regardless of
the circumstances giving rise to any of these conditions, or we may waive
them, in whole or in part, in our sole discretion. Any determination made by
us concerning an event, development or circumstance described or referred to
above will be final and binding on all parties.
Acceptance of Original Notes for Exchange; Delivery of Exchange Notes
Upon the terms and subject to the conditions of the Exchange Offer, we will
accept all original notes validly tendered and not withdrawn prior to 5:00
p.m., New York City time, on the expiration date. We will issue Exchange Notes
in exchange for original notes promptly following the expiration date.
Subject to the conditions set forth under the caption "-Conditions to the
Exchange Offer," issuance of Exchange Notes in exchange for original notes
tendered and accepted for exchange pursuant to the Exchange Offer will be made
only after timely receipt by the exchange agent of certificates for original
notes or a book-entry confirmation of a book-entry transfer of original notes
into the exchange agent's account at DTC, including an Agent's Message if the
tendering holder does not deliver a letter of transmittal, a completed letter
of transmittal, or, in the case of a book-entry transfer, an Agent's Message
in lieu of the letter of transmittal and any other documents required by such
letter of transmittal. Accordingly, the delivery of Exchange Notes might not
be made to all tendering holders at the same time, and will depend upon when
certificates for original notes, book-entry confirmations with respect to
original notes and other required documents are received by the exchange
agent.
Subject to the terms and conditions of the Exchange Offer, we will be deemed
to have accepted for exchange, and thereby to have exchanged, original notes
validly tendered and not withdrawn as, if and when we give oral or written
notice to the exchange agent of our acceptance of such original notes for
exchange pursuant to the Exchange Offer. The exchange agent will act as agent
for us for the purpose of receiving tenders of original notes, letters of
transmittal and related documents, and as agent for tendering holders for the
purpose of receiving original notes, letters of transmittal and related
documents and transmitting Exchange Notes which will not be held in global
form by DTC or a nominee of DTC to validly tendered holders. Such exchange
will be made promptly after the expiration date. If for any reason whatsoever,
acceptance for exchange or the exchange
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of any original notes tendered pursuant to the Exchange Offer is delayed
(whether before or after our acceptance for exchange of original notes) or we
extend the Exchange Offer or are unable to accept for exchange or exchange any
original notes tendered pursuant to the Exchange Offer, then, without
prejudice to our rights set forth herein, the exchange agent may,
nevertheless, on our behalf and subject to Rule 14e-l promulgated under the
Exchange Act, retain tendered original notes and such original notes may not
be withdrawn except to the extent tendering holders are entitled to withdrawal
rights as described under the caption "-Withdrawal Rights."
Pursuant to an Agent's Message or a letter of transmittal, a holder of
original notes will represent, warrant and agree in the letter of transmittal
that it has full power and authority to tender, exchange, sell, assign and
transfer original notes, that we will acquire good, marketable and
unencumbered title to the tendered original notes, free and clear of all
liens, restrictions, charges and encumbrances, and the original notes tendered
for exchange are not subject to any adverse claims or proxies. The holder also
will warrant and agree that it will, upon request, execute and deliver any
additional documents deemed by us or the exchange agent to be necessary or
desirable to complete the exchange, sale, assignment and transfer of the
original notes tendered pursuant to the Exchange Offer.
If any tendered original notes are not accepted for exchange because of an
invalid tender, the occurrence of certain other events set forth herein or
otherwise, any such unaccepted original notes will be returned, at our
expense, to the tendering holder thereof as promptly as practicable after the
expiration or termination of the Exchange Offer.
Withdrawal Rights
Tenders of original notes may be withdrawn at any time prior to 5:00 p.m., New
York City time, on the expiration date. For a withdrawal to be effective, the
exchange agent must receive a written notice of withdrawal at the address, or
in the case of eligible institutions, at the facsimile number, set forth below
under the caption "-Exchange Agent" before 5:00 p.m., New York City time, on
the expiration date. Any notice of withdrawal must specify the name of the
person having tendered the original notes to be withdrawn, identify the
original notes to be withdrawn (including the certificate number or numbers
and the principal amount of the original notes), and (where certificates for
original notes have been transmitted) specify the name in which such original
notes are registered, if different from that of the withdrawing holder. If
certificates for original notes have been delivered or otherwise identified to
the exchange agent, then, prior to the release of such certificates, the
withdrawing holder must also submit the serial numbers of the particular
certificates to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an eligible institution unless such holder is an eligible
institution. If original notes have been tendered pursuant to the procedure
for book-entry transfer described above, any notice of withdrawal must specify
the name and number of the account at DTC to be credited with the withdrawn
original notes and otherwise comply with the procedures of such facility. All
questions as to the validity, form and eligibility (including time of receipt)
of such notices will be determined by us, and our determination shall be final
and binding on all parties. Any original notes so withdrawn will be deemed not
to have been validly tendered for exchange for purposes of the Exchange Offer.
Any original notes which have been tendered for exchange but which are not
exchanged for any reason will be returned to the holder thereof without cost
to such holder (or in the case of original notes tendered by book-entry
transfer into the exchange agent's account at DTC pursuant to the book-entry
transfer procedures described above, such original notes will be credited to
an account maintained with DTC for the original notes) as soon as practicable
after withdrawal, rejection of tender or termination of the Exchange Offer.
Properly withdrawn original notes may be retendered by following one of the
procedures described above under the caption "-Procedures for Tendering" at
any time on or prior to the expiration date.
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Exchange Agent
We have appointed The Bank of New York Mellon as the exchange agent for the
Exchange Offer. You should direct all executed letters of transmittal to the
exchange agent at the address indicated below. You should direct questions and
requests for assistance, requests for additional copies of this prospectus or
of the letter of transmittal and requests for notices of guaranteed delivery
to the exchange agent addressed as follows:
By Registered or Certified Mail, or
Hand Delivery or Overnight Delivery
The Bank of New York Mellon, as Exchange Agent
c/o The Bank of New York Mellon Corporation
Corporate Trust Operations-Reorganization Unit
101 Barclay Street - Floor 7 East
New York, New York 10286
Attn: []
By Facsimile Transmission:
(Eligible Institutions Only)
212-298-1915
Confirm by Telephone:
[]
If you deliver the letter of transmittal to an address other than any address
indicated above or transmit instructions by facsimile to a facsimile number
other than any facsimile number indicated above, then your delivery or
transmission will not constitute a valid delivery of the letter of
transmittal.
Payment of Expenses
We have not retained any dealer-manager or similar agent in connection with
the Exchange Offer. We will not make any payment to brokers, dealers or others
for soliciting acceptances of the Exchange Offer. However, we will pay the
reasonable and customary fees and reasonable out-of-pocket expenses to the
exchange agent in connection therewith. We will also pay the cash expenses to
be incurred in connection with the Exchange Offer, including accounting,
legal, printing and other related fees and expenses.
Consequences of Failure to Exchange
Upon consummation of the Exchange Offer, certain rights under the Registration
Rights Agreement, including registration rights and the right to receive the
contingent increases in the interest rate, will terminate. The original notes
that are not exchanged for Exchange Notes pursuant to the Exchange Offer will
remain restricted securities within the meaning of Rule 144 promulgated under
the Securities Act. Accordingly, such original notes may be resold only (i)to
us or our subsidiaries, (ii)to a qualified institutional buyer in compliance
with Rule 144A promulgated under the Securities Act, (iii)to an institutional
accredited investor that, prior to such transfer, furnishes to the trustee
(which is The Bank of New York Mellon) (the "Trustee") a signed letter
containing certain representations and agreements relating to the restrictions
on transfer of the original notes (the form of which letter can be obtained
from the Trustee) and, if requested by us and the Trustee, an opinion of
counsel acceptable to us that such transfer is in compliance with the
Securities Act, (iv)pursuant to the exemption from registration provided by
Rule 144 promulgated under the Securities Act (if available) or (v)pursuant
to an effective registration statement under the Securities Act. The liquidity
of the original notes could be adversely affected by the Exchange Offer.
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Tax Consequences of the Exchange Offer
The exchange of original notes for Exchange Notes will not be treated as a
taxable transaction for U.S.federal income tax purposes because the Exchange
Notes will not be considered to differ materially in kind or in extent from
the original notes. Rather, the Exchange Notes received by a holder of
original notes will be treated as a continuation of such holder's investment
in the original notes. As a result, there will be no material U.S. federal
income tax consequences to holders exchanging original notes for Exchange
Notes.
PERSONS CONSIDERING THE EXCHANGE OF THE ORIGINAL NOTES FOR EXCHANGE NOTES
SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES ARISING
UNDER FEDERAL, STATE, LOCAL OR FOREIGN LAWS OF SUCH AN EXCHANGE.
Accounting Treatment
The Exchange Notes will be recorded at the same carrying value as the original
notes, as reflected in our accounting records on the date of the exchange.
Accordingly, no gain or loss for accounting purposes will be recognized. See
"Description of the Notes-Tax Consequences of the Exchange Offer."
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USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the Exchange Notes
in the Exchange Offer. In consideration for issuing the Exchange Notes, we
will receive in exchange the original notes of like principal amount. The form
and terms of the Exchange Notes are identical in all material respects to the
form and terms of the original notes, except for certain transfer restrictions
and registration rights relating to the original notes and except for certain
provisions providing for an increase in the interest rate on the original
notes under certain circumstances relating to the timing of the Exchange
Offer. The original notes surrendered in exchange for the Exchange Notes will
be retired and canceled and cannot be reissued. Accordingly, issuance of the
Exchange Notes will not result in any increase in our outstanding debt or in
the obligations of the Guarantor.
On September 14, 2012, we issued and sold the original notes. The net proceeds
of approximately $988 million from the sale of the notes were used for general
corporate purposes.
DESCRIPTION OF CERTAIN INDEBTEDNESS
News America is party to a Revolving Credit Agreement (the "Revolving Credit
Agreement"), which provides for a $2.0 billion five-year unsecured revolving
credit facility, with a sub-limit of $400 million (or its equivalent in Euros)
available for the issuance of letters of credit, and expires in May 2017. News
America may request certain increases in the amount of the credit facility and
may also request that the commitments be extended for up to two additional
one-year periods. At September30, 2012, nothing was outstanding under the
Revolving Credit Agreement.
The Revolving Credit Agreement provides that News America may borrow funds
thereunder. Borrowings are in U.S. dollars only, while letters of credit are
issuable in U.S. dollars or Euros. The significant terms of the Revolving
Credit Agreement include, among others, the requirement that News Corporation
maintain specific leverage ratios and limitations on secured indebtedness. As
of September30, 2012, News America and News Corporation are in compliance
with all such requirements. Given its current debt ratings, News America pays
a facility fee of 0.125%, regardless of facility usage. News America pays
interest for borrowings at a fluctuating interest rate per annum. In addition,
the obligations under the Revolving Credit Agreement are guaranteed by News
Corporation.
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SELECTED HISTORICAL FINANCIAL INFORMATION OF NEWS CORPORATION
The following table presents selected historical consolidated financial data
of News Corporation. The data as of, and for the years ended, June 30, 2012,
2011, 2010, 2009 and 2008 are derived from News Corporation's audited
consolidated financial statements for those periods. The data as of, and for
the three months ended, September 30, 2012 and 2011 are derived from News
Corporation's unaudited consolidated financial statements for those periods,
which, in the opinion of management, contain all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of the
financial condition, results of operations and cash flows for these periods.
Historical results of operations may not be indicative of results to be
expected for any future period.
This information is only a summary and should be read in conjunction with News
Corporation's audited consolidated financial statements and accompanying notes
and management's discussion and analysis of results of operations and
financial condition contained in its Annual Report on Form 10-K, filed August
14, 2012, as amended, and its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2012, filed November 9, 2012, each of which is
incorporated by reference into this registration statement.
Forthethreemonths
endedSeptember30, (a)
(unaudited) For the years ended June30,
2012 2011 2012 (b) 2011 (b) 2010 (b) 2009 (c) 2008 (d)
(in millions, except per share data)
STATEMENT OF
OPERATIONS
DATA:
Revenues $ 8,136 $ 7,959 $ 33,706 $ 33,405 $ 32,778 $ 30,423 $ 32,996
Income
(loss) from
continuing
operations
attributable
to News
Corporation
stockholders 2,233 738 1,179 2,993 2,539 (3,378 ) 5,387
Net income
(loss)
attributable
to News
Corporation
stockholders 2,233 738 1,179 2,739 2,539 (3,378 ) 5,387
Basic income
(loss) from
continuing
operations
attributable
to News
Corporation
stockholders
pershare $ 0.94 $ 0.28 $ 0.47 $ 1.14 $ 0.97 $ (1.29 ) $ 1.82
Diluted
income
(loss) from
continuing
operations
attributable
to News
Corporation
stockholders
per share $ 0.94 $ 0.28 $ 0.47 $ 1.14 $ 0.97 $ (1.29 ) $ 1.81
Basic income
(loss)
attributable
to News
Corporation
stockholders
per share $ 0.94 $ 0.28 $ 0.47 $ 1.04 $ 0.97 $ (1.29 ) $ 1.82
Diluted
income
(loss)
attributable
to News
Corporation
stockholders
per share $ 0.94 $ 0.28 $ 0.47 $ 1.04 $ 0.97 $ (1.29 ) $ 1.81
Cash
dividend per
share: (e) $ 0.085 $ 0.095 $ 0.180 $ 0.150 $ 0.135 $ 0.120
ClassA $ 0.120
Class B $ 0.110
As of
September30,
2012 As of June30,
2012 2011 2010 2009 2008
(in millions)
BALANCE
SHEET DATA:
Cash and
cash
equivalents $ 12,007 $ 9,626 $ 12,680 $ 8,709 $ 6,540 $ 4,662
Total
assets 59,676 56,663 61,980 54,384 53,121 62,308
Borrowings 16,457 15,455 15,495 13,320 14,289 13,511
(a) See Notes 2, 4 and 6 to the Unaudited Consolidated Financial Statements of
News Corporation contained in its Quarterly Report on Form 10-Q, for the
period ended September30, 2012, filed November 9, 2012 for information
with respect to significant acquisitions, disposals, impairment charges,
restructuring charges and other transactions during the three months ended
September30, 2012 and 2011.
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(b) See Notes 2, 3, 4, 6 and 9 to the Consolidated Financial Statements of
News Corporation for information with respect to significant acquisitions,
disposals, changes in accounting, impairment charges, restructuring
charges and other transactions during fiscal 2012, 2011 and 2010.
(c) Fiscal 2009 results included non-cash impairment charges of approximately
$8.9 billion ($7.2 billion, net of tax) consisting of a write-down of News
Corporation's indefinite-lived intangible assets (primarily FCC licenses
in the Television segment) of $4.6 billion, a write-down of $4.1 billion
of goodwill and a write-down of the Publishing segment's fixed assets of
$185 million. Also, during fiscal2009, News Corporation exchanged
approximately 67% of the NDS Group plc ("NDS") Series B ordinary shares
held by News Corporation for $63 per share in a mix of approximately $1.5
billion in cash, which included $780 million of cash retained upon
deconsolidation of NDS, and a $242 million vendor note, resulting in a
gain of $1.2 billion. Additionally, in fiscal 2009, News Corporation
completed the sale of eight of its owned-and-operated FOX network
affiliated television stations for approximately $1billion in cash and
recorded a gain of approximately $232 million.
(d) Fiscal 2008 results included News Corporation's acquisition of Dow Jones
for consideration of approximately $5.7 billion. The consideration
consisted of approximately $5.2 billion in cash, assumed net debt of $330
million and $200 million in equity instruments.In addition, fiscal 2008
results included the share exchange agreement with Liberty Media
Corporation ("Liberty"). Liberty exchanged its entire interest in News
Corporation's common stock in exchange for News Corporation's entire
interest in The DIRECTV Group, Inc., three of News Corporation's Regional
Sports Networks and approximately $625 million cash resulting in a
tax-free gain of approximately $1.7 billion.
(e) News Corporation's Board of Directors currently declares an interim and
final dividend each fiscal year. The final dividend is determined by the
Board of Directors subsequent to the fiscal year end. Through fiscal 2007,
shares of the ClassA common stock, par value $0.01 per share ("ClassA
Common Stock") carried rights to a greater dividend than shares of the
Class B common stock, par value $0.01 per share ("Class B Common Stock").
As such, net income available to News Corporation's stockholders was
allocated between shares of ClassA Common Stock and Class B Common Stock.
The allocation between these classes of common stock was based upon the
two-class method. Subsequent to the final fiscal 2007 dividend payment,
shares of ClassA Common Stock ceased to carry any rights to a greater
dividend than shares of Class B Common Stock.The total dividend declared
related to fiscal 2012 results was $0.17 per share of ClassA Common Stock
and Class B Common Stock. The total dividend declared related to fiscal
2011 results was $0.17 per share of ClassA Common Stock and Class B
Common Stock.
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DESCRIPTION OF THE NOTES
The notes were issued under an Indenture dated as of August25, 2009, as
amended and restated on February16, 2011 (the "Indenture"), among the
Company, News Corporation and The Bank of New York Mellon, as trustee (the
"Trustee"), in a transaction that is not subject to the registration
requirements of the Securities Act. See "Notice to investors." References to
the notes include the Exchange Notes (as hereinafter defined) unless the
context otherwise requires. Series of debt securities issued under the
Indenture, including the notes, or other predecessor senior indentures are
referred to herein as "Debt Securities." The following summaries of the
material provisions of the notes and the Indenture do not purport to be
complete and are subject, and are qualified in their entirety by reference, to
all the provisions of the notes and the Indenture, including the definitions
therein of certain terms. Capitalized terms used in this section and not
otherwise defined shall have the meanings set forth in the Indenture.
General
The notes will be initially limited to $1,000,000,000 aggregate principal
amount and will mature on September15, 2022.
The Company may from time to time, without notice to or consent of holders of
the notes, issue additional notes of the same tenor, coupon and other terms as
the notes, so that such additional notes and the notes offered hereby will
form a single series. Interest will accrue on the notes from September14,
2012, or from the most recent Interest Payment Date to which interest has been
paid or provided for, payable semi-annually on March15 and September15 of
each year commencing on March15, 2013 to the person (or any predecessor) in
whose name the notes are registered at the close of business on March1 or
September1, as the case may be, next preceding such Interest Payment Date.
Interest will be computed assuming a 360-day year consisting of twelve 30-day
months. The notes are not entitled to any sinking fund.
The notes will be issued only in fully registered form in denominations of
$1,000 and integral multiples thereof. The notes will be represented by global
notes (the "Global Securities") registered in the name of the nominee of The
Depository Trust Company ("DTC").
The Indenture does not limit the aggregate principal amount of Debt Securities
that may be issued thereunder and provides that Debt Securities, including the
notes, may be issued thereunder from time to time in one or more series. As of
September30, 2012, there were approximately $4.5 billion of Debt Securities
issued under the Indenture and $12.0 billion issued under various predecessor
senior indentures. While most of the terms of the predecessor senior
indentures and the Indenture are the same, there are several significant
differences described under "Repurchase upon change of control triggering
event" which could result in different consequences for holders of Debt
Securities issued under the predecessor senior indentures and those issued
under the Indenture. In addition,other provisions of the Indenture
regardingthe Limitation on Liens covenant, Events ofDefault and Guarantees
by Subsidiaries have been changed frompredecessor seniorindentures. For a
complete list of predecessor senior indentures, see the exhibit list of News
Corporation's Annual Report on Form10-K for the fiscal year ended June30,
2012, filed with the Commission on August14, 2012, as amended.
The Company has appointed The Bank of New York Mellon at its offices at 525
William Penn Place, 38 th Floor, Pittsburgh, PA 15259, to serve as registrar
and paying agent under the Indenture. No service charge will be made for any
transfer, exchange or redemption of notes, except in certain circumstances,
for any tax or other governmental charge that may be imposed in connection
therewith.
Additional interest
As discussed under "Exchange offer; registration rights," pursuant to the
Registration Rights Agreement, the Company and the Guarantor will agree to
file with the Commission a registration statement (the "Exchange Offer
Registration Statement") with respect to the notes and to offer to the holders
of such notes who are able to make
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certain representations the opportunity to exchange their notes (the "Exchange
Offer") for notes issued under the Indenture containing terms identical to
such holders' notes (except that the transfer restrictions thereon shall be
eliminated). The notes to be issued in the Exchange Offer in exchange for the
notes are referred to herein as the "Exchange Notes". In the event that the
Company and the Guarantor are not permitted to file the Exchange Offer
Registration Statement or to consummate the Exchange Offer because the
Exchange Offer is not permitted by applicable law or SEC Policy or, in certain
other circumstances, including if for any reason the Exchange Offer
Registration Statement is not declared effective by the Commission on or prior
to the 180 th day after the date the notes are first issued (the "Issue
Date"), the Company and the Guarantor will file with the Commission a shelf
registration statement with respect to resales of the notes by the holders
thereof. The interest rate on the notes is subject to increase under certain
circumstances during any period in which the Company and the Guarantor are not
in compliance with their obligations under the Registration Rights Agreement.
See "Exchange offer; registration rights."
Ranking
The notes will be direct, unsecured obligations of the Company and will
constitute Indebtedness (as defined below) ranking pari passu with all other
unsecured Indebtedness of the Company which is not by its terms subordinated
to the notes. The Guarantee constitutes Indebtedness of the Guarantor and is
intended to rank paripassu with all other unsecured Indebtedness of such
Guarantor which is not by its terms subordinated to the Guarantee.
"Indebtedness" of any Person is defined as, at any date, and without
duplication, any obligation for or in respect of: (i)money borrowed (whether
or not for cash consideration and whether or not the recourse of the lender is
to the whole of the assets of such Person or only a portion thereof) and
premiums (if any) and capitalized interest (if any) in respect thereof;
(ii)all obligations (if any) with respect to any debenture, bond (other than
performance and similar bonds), note, loan, stock or similar instrument
(whether or not issued for cash consideration); (iii)liabilities of such
Person in respect of any letter of credit (other than in respect of Trade
Payables, Programming Liabilities, or royalties), bankers' acceptance or note
purchase facility or any liability with respect to any recourse receivables
purchase, factoring or discounting arrangement; (iv)all obligations of such
Person with respect to Capitalized Lease Obligations (whether in respect of
buildings, machinery, equipment or otherwise); (v)all obligations created or
arising under any deferred purchase or conditional sale agreement or
arrangement or representing the balance deferred and unpaid of the purchase
price of any property that would appear as a liability on a statement of
financial positions of such Person prepared in accordance with GAAP (including
pursuant to financing leases), except any such balance which represents a
Trade Payable, Programming Liability or royalty; (vi)all obligations of such
Person to purchase, redeem, retire, defease or otherwise acquire for value any
Redeemable Stock of such Person or any warrants, rights or options to acquire
such Redeemable Stock valued, in the case of Redeemable Stock, at the greatest
amount payable in respect thereof on a liquidation (whether voluntary or
involuntary) plus accrued and unpaid dividends; (vii)direct or indirect
guarantees of all Indebtedness of other Persons referred to in clauses (i)to
(vi)above or legally binding agreements by any Person (a)to supply funds to
or in any other manner invest in the debtor (including any agreement to pay
for property or services irrespective of whether such property is received or
such services are rendered), or (b)otherwise to assure in a legally binding
manner any Person to whom Indebtedness is owed against loss; and (viii)all
Indebtedness of the types referred to in clauses (i)to (vii)above secured by
(or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any encumbrance on any asset owned
by such Person, even though such Person has not assumed or become liable for
the payment of such Indebtedness. The amount of Indebtedness of any Person at
any date shall be (without duplication) (i)the outstanding balance at such
date of all unconditional obligations as described above and the maximum
liability of any such contingent obligations at such date and (ii)in the case
of Indebtedness of others secured by a Lien to which the property or assets
owned or held by such Person is subject, the lesser of the fair market value
at such date of any asset subject to a Lien securing the Indebtedness of
others and the amount of the Indebtedness secured. Notwithstanding anything
stated herein to the contrary, for purposes of the Indenture,any obligation
owed solely between or among members of the News Consolidated Group shall not
constitute "Indebtedness".
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Guarantees
The notes will be unconditionally guaranteed by News Corporation. See "The
guarantor of the notes" in the Company's offering circular relating to the
original notes. The Guarantee is intended to rank pari passu with News
Corporation's obligations under the Revolving Credit Agreement and its
obligations under the various senior public debt instruments issued by the
Company or News Corporation.
Redemption by the Company
The notes are redeemable, as a whole or in part, at the Company's option, at
any time or from time to time, upon mailed notice to the registered address of
each holder of notes at least 30 days but not more than 60 days prior to the
redemption. The redemption price will be equal to the greater of (1)100% of
the principal amount of the notes to be redeemed and (2)the sum of the
present values of the Remaining Scheduled Payments (as defined below) on the
notes discounted to the date of redemption, on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months), at a rate equal to the sum
of the applicable Treasury Rate (as defined below) plus 25 basis points for
the notes. Accrued interest will be paid to the date of redemption. All
calculations thereunder shall be made by the Company.
"Treasury Rate" means, with respect to any redemption date, the rate per annum
equal to the semi- annual equivalent yield to maturity (computed as of the
third business day immediately preceding that redemption date) of the
Comparable Treasury Issue (as defined below), assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected
by the Reference Treasury Dealer (as defined below) as having a maturity
comparable to the remaining term of the applicable notes, that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the applicable notes.
"Comparable Treasury Price" means, with respect to any redemption date, the
Reference Treasury Dealer Quotations (as defined below) for that redemption
date.
"Reference Treasury Dealer" means J.P. Morgan Securities LLC and its
successor. If the Reference Treasury Dealer shall cease to be a primary U.S.
Government securities dealer, the Company will substitute another nationally
recognized investment banking firm that is a primary U.S. Government
securities dealer.
"Reference Treasury Dealer Quotations" means, with respect to the Reference
Treasury Dealer and any redemption date, the average, as determined by the
Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Company by the Reference Treasury Dealer at 3:30 p.m., New York
City time, on the third business day preceding that redemption date.
"Remaining Scheduled Payments" means the remaining scheduled payments of
principal and interest on the notes that would be due after the related
redemption date but for that redemption. If that redemption date is not an
interest payment date with respect to the notes being redeemed, the amount of
the next succeeding scheduled interest payment on the notes being redeemed
will be reduced by the amount of interest accrued on the notes to such
redemption date.
On and after the redemption date, interest will cease to accrue on the notes
being redeemed or any portion of the notes called for redemption (unless the
Company defaults in the payment of the redemption price and accrued interest).
On or before the redemption date, the Company will deposit with a paying agent
(or the Trustee) money sufficient to pay the redemption price of and accrued
interest on the notes to be redeemed on that date. If less than all of the
notes are to be redeemed, the notes to be redeemed shall be selected by the
trustee by a method the Trustee deems to be fair and appropriate.
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Repurchase upon change of control triggering event
Within 60 days after the occurrence of a Change of Control Triggering Event
(as herein defined), the Company will be required to make an offer to purchase
the notes at a purchase price in cash equal to 101% of the aggregate principal
amount of the notes, plus accrued and unpaid interest, if any, to the date of
repurchase. The offer (a "Change of Control Offer") shall be made not later
than the 60 th Business Day after the Change of Control Triggering Event.
The Company shall commence a Change of Control Offer by mailing a notice to
each holder of the notes stating: (i)that the Change of Control Offer is
being made pursuant to a covenant in the Indenture and that all notes validly
tendered will be accepted for payment; (ii)the purchase price and the
purchase date (which shall be not less than 30 days nor more than 60 days from
the date such notice is mailed) (the "Change of Control Payment Date");
(iii)that any notes accepted for payment pursuant to the Change of Control
Offer shall cease to accrue interest after the Change of Control Payment Date;
(iv)that holders electing to have notes purchased pursuant to the Change of
Control Offer will be required to surrender the notes to the paying agent at
the address specified in the notice prior to the close of business on the
Change of Control Payment Date; (v)that holders will be entitled to withdraw
their tender of notes on the terms and conditions set forth in such notice
which will allow any holder to withdraw notes if they notify the Trustee prior
to the Change of Control Payment Date; and (vi)that holders who elect to
require that only a portion of the notes held by them be repurchased by the
Company will be issued new notes equal in principal amount to the unpurchased
portion of the notes surrendered. No notes will be purchased from any holder
of notes who does not tender any notes pursuant to the Change of Control
Offer.
On the Change of Control Payment Date, the Company shall (i)accept for
payment tendered notes or portions thereof pursuant to the Change of Control
Offer, (ii)deposit with the paying agent cash in same-day funds sufficient to
pay the purchase price of notes or portions thereof so accepted and
(iii)deliver, or cause to be delivered, to the Trustee notes so accepted. The
paying agent shall promptly make available to the holders of notes so accepted
payment in an amount equal to the purchase price, and the Trustee shall
promptly authenticate and make available for delivery to such holders a new
security of the same class equal in principal amount to any unpurchased
portion of notes surrendered. The Company will publicly announce the results
of the Change of Control Offer as soon as practicable after the Change of
Control Payment Date. For purposes of this covenant, the Trustee shall act as
the paying agent.
This covenant is intended to allow the holders of notes the option of having
their notes purchased in the event that someone other than members of the
Murdoch Family (as herein defined) acquires a majority of the voting interest
of News Corporation and a Rating Decline (as herein defined) occurs shortly
thereafter.
News Corporation and its Subsidiaries will comply with the appropriate
provisions of the Exchange Act, including Rule 14e-1, in the event of a Change
of Control Offer. The Change of Control purchase feature of the notes may in
certain circumstances make more difficult or discourage a takeover of News
Corporation and, thus, the removal of incumbent management. The Change of
Control purchase feature, however, is not the result of management's knowledge
of any specific effort to accumulate Class B Common Stock of News Corporation
or to obtain control of News Corporation by means of a merger, tender offer,
solicitation or otherwise, or part of a plan by management to adopt a series
of anti-takeover provisions. Instead, the Change of Control purchase feature
is a standard term contained in other offerings of debt securities of other
issuers containing features corresponding to the terms of the notes.
The Company's ability to repurchase the notes upon a Change of Control
Triggering Event will depend upon the availability of cash sufficient to pay
the purchase price and upon the terms of its and News Corporation's then
existing loan agreements and indentures. If a Change of Control were to occur,
there can be no assurance that the Company would have funds sufficient to pay
the Change of Control purchase price for all of the notes that might be
delivered by holders seeking to exercise the purchase right. In addition, the
Revolving Credit Agreement, to which News Corporation, the Company and certain
of their Affiliates are parties, could
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restrict the ability of the Company to repurchase the notes upon a Change of
Control. The ability of the Company to repurchase the notes upon a Change of
Control will depend upon the principal amount of the notes required to be
repurchased, the limitations imposed by the covenants (whether contained in
the Revolving Credit Agreement or otherwise) then in effect and, if required,
the consent by the banks representing a majority of the outstanding
indebtedness under the Revolving Credit Agreement.
"Change of Control" shall mean the occurrence of the following: any person (as
the term "person" is used in Section13(d)(3) or Section14(d)(2) of the
Exchange Act) other than News Corporation, any Subsidiary of News Corporation,
any employee benefit plan of either News Corporation or any Subsidiary of News
Corporation, or the Murdoch Family, becomes the beneficial owner of 50% or
more of the combined voting power of News Corporation's then outstanding
common stock entitled to vote generally for the election of directors ("Voting
Securities").
"Change of Control Triggering Event" shall mean a Change of Control and a
Rating Decline.
"Investment Grade" is defined as a rating of BBB- or higher by Standard&
Poor's Corporation and its successors ("S&P") or a rating of Baa3 or higher by
Moody's Investor Services, Inc. and its successors ("Moody's") or the
equivalent of such ratings.
"Murdoch Family" shall mean K. Rupert Murdoch, his wife, mother, children, or
brothers or sisters or children of brothers or sisters, or grandchildren,
grand nieces and grand nephews and other members of his immediate family or
any trust or any other entity directly or indirectly controlled by one or more
of the members of the Murdoch Family described above ("controlled entities").
A trust shall be deemed controlled by the Murdoch Family if the majority of
the trustees are members of the Murdoch Family or can be removed or replaced
by any one or more members of the Murdoch Family or the controlled entities.
"Rating Agencies" is defined as (i)S&P and (ii)Moody's or (iii)if S&P or
Moody's or both shall not make a rating of the notes publicly available, a
nationally recognized securities rating agency or agencies, as the case may
be, selected by News Corporation, which shall be substituted for S&P or
Moody's or both, as the case may be, so that there shall always be two
nationally recognized securities rating agencies rating the notes.
"Rating Category" is defined as (i)with respect to S&P, any of the following
categories: BB, B, CCC, CC, C and D (or equivalent successor categories);
(ii)with respect to Moody's, any of the following categories: Ba, B, Caa, Ca,
C and D (or equivalent successor categories); and (iii)the equivalent of any
such category of S&P or Moody's used by another Rating Agency. In determining
whether the rating of the notes has decreased by one or more gradations,
gradations within Rating Categories (+ and - for S&P; 1, 2 and 3 for Moody's;
or the equivalent gradations for another Rating Agency) shall be taken into
account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as
well as from BB- to B+, will constitute a decrease of one gradation).
"Rating Date" is defined as the date which is 90 days prior to the earlier of,
(i)a Change of Control or (ii)public notice of the occurrence of a Change of
Control or of the intention by News Corporation to effect a Change of Control.
"Rating Decline" is defined as the occurrence of the following on, or within
90 days after the earlier of, (i)the occurrence of a Change of Control or
(ii)public notice of the occurrence of a Change of Control or the intention
by News Corporation to effect a Change of Control (which period shall be
extended so long as the rating of the notes is under publicly announced
consideration for a possible downgrade by any of the Rating Agencies), (a)in
the event the notes are rated by either Rating Agency on the Rating Date as
Investment Grade, the rating of the notes shall be reduced so that the notes
are rated below Investment Grade by both Rating Agencies, or (b)in the event
the notes are rated below Investment Grade by both Rating Agencies on the
Rating Date, the rating of the notes by both Rating Agencies shall be
decreased by one or more gradations (including gradations within Rating
Categories as well as between Rating Categories).
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As of September30, 2012, there were approximately $12.0 billion of Debt
Securities issued under various predecessor senior indentures which contain
change of control provisions different than those set forth herein.Under the
terms of those predecessor seniorindentures, Change of Controlis defined as
"the occurrence of the following: any person (as the term "person" is used in
Section13(d)(3) or Section14(d)(2) of the Exchange Act) other than News
Corporation, any Subsidiary of News Corporation, any employee benefit plan of
either News Corporation or any Subsidiary of News Corporation, or the Murdoch
Family, becomes the beneficial owner of the greater of (A)30% or more of the
combined voting power of News Corporation's then outstanding common stock
entitled to vote generally for the election of directors ("Voting
Securities"); and (B)if the Murdoch Family is the beneficial owner of, or has
the right to vote, more than 30% of the Voting Securities, a percentage of
Voting Securities greater than the percentage of Voting Securities so owned or
voted by the Murdoch Family." Also, under thosepredecessor senior indentures,
"Rating Decline" was defined as the occurrence of the following on, or within
90 days after the earlier of, (i)the occurrence of a Change of Control or
(ii)public notice of the occurrence of a Change of Control or the intention
by News Corporation to effect a Change of Control (which period shall be
extended so long as the rating of the notes is under publicly announced
consideration for a possible downgrade by any of the Rating Agencies), (a)in
the event the notes are rated by either Rating Agency on the Rating Date as
Investment Grade, the rating of the notes shall be reduced so that the notes
are rated below Investment Grade by both Rating Agencies, or (b)in the event
the notes are rated below Investment Grade by both Rating Agencies on the
Rating Date, the rating of the notes by either Rating Agency shall be
decreased by one or more gradations (including gradations within Rating
Categories as well as between Rating Categories). Because of the difference in
this definition from that in the Indenture pursuant to which the notes are
being issued, there may be circumstances where the Company is required to
offer to repurchase notes issued under predecessor senior indentures and not
the notes.
Successor corporation
Neither News Corporation nor the Company shall consolidate with or merge with
or into or sell, assign or lease all or substantially all of its properties
and assets as an entirety to any person (other than its Subsidiary), or permit
any person (other than its Subsidiary) to merge with or into News Corporation
or the Company unless: (i)News Corporation or the Company shall be the
continuing person, or the person (if other than News Corporation or the
Company) formed by such consolidation or into which News Corporation (or the
Company) is merged or to which the properties and assets of News Corporation
(or the Company), substantially as an entirety, are transferred shall (a)be a
corporation organized and existing under the laws of the United States or any
state thereof or the District of Columbia and shall (b)expressly assume, by
supplemental indentures executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of News
Corporation (or the Company) under the notes and the Indenture, and the
Indenture shall remain in full force and effect; and (ii)immediately before
and immediately after giving effect to such transaction, no Event of Default
and no Default shall have occurred and be continuing.
In connection with any consolidation, merger or transfer contemplated hereby,
News Corporation shall deliver, or cause to be delivered, to the Trustee, in
form and substance reasonably satisfactory to the Trustee, an Officers'
Certificate and an opinion of counsel, each stating that such consolidation,
merger or transfer and the supplemental indenture, if any, in respect thereto
comply with these "Successor Corporation" provisions and that all conditions
precedent herein provided for relating to such transactions have been complied
with.
Upon any consolidation or merger or any transfer of all or substantially all
of the assets of News Corporation or the Company in accordance with the
foregoing, the successor corporation formed by such consolidation or into
which News Corporation or the Company is merged or to which such transfer is
made, shall succeed to, and be substituted for, and may exercise every right
and power of News Corporation or the Company under the Indenture with the same
effect as if such successor corporation had been named as News Corporation or
the Company therein; and thereafter, except in the case of a lease transaction
of substantially all of its property and assets, News Corporation or the
Company shall be discharged from its obligations under the debt securities and
the Indenture.
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Waiver, modification and amendment
The holders of a majority in principal amount of the notes may waive certain
past Defaults with respect to the notes. The holders of a majority in
aggregate principal amount of the Outstanding Debt Securities affected may
waive the Company's and the Guarantor's compliance with certain restrictive
provisions.
Modification and amendment of the Indenture may be made by the Company, the
Guarantor and the Trustee with the written consent (i)of the holders of not
less than a majority in aggregate principal amount of the Outstanding Debt
Securities, or (ii)in case less than all of the several series of Debt
Securities then Outstanding are affected by the modification or amendment, the
holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of each series so affected, voting as a single
class, provided that no such modification or amendment may, without the
consent of the holders of each Debt Security affected thereby: (a)change the
Stated Maturity of the principal of, or any installment of principal of, or
interest on, any Debt Security; (b)reduce the principal amount of, or the
rate of interest, if any, on, or any premium payable upon the redemption of,
any Debt Security; (c)change the place or currency of payment of principal
of, or premium or interest on, any Debt Security; (d)impair the right to
institute suit for the enforcement of any payments on, or with respect to, any
Debt Security; or (e)reduce the percentage in aggregate principal amount of
the Outstanding Debt Securities of any particular series specified in this or
the preceding paragraph. Any modification or amendment which changes or
eliminates any covenant or other provision of the Indenture which has
expressly been included solely for the benefit of one or more particular
series of Debt Securities, or which modifies the rights of the holders of Debt
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under the applicable indenture of the
holders of Debt Securities of any other series.
Events of default
The following events are Defaults under the Indenture: (a)failure to pay the
principal of (or premium, if any, on) the applicable series of notes when due;
(b)failure to pay any interest installment on the applicable series of notes
when due, continued for 30 days; (c)failure to pay the deposit of any sinking
fund payment, when and as due by the terms of the applicable series of notes;
(d)failure of the Company, News Corporation or any Guarantor to perform any
other covenant under the Indenture (other than a covenant included in the
Indenture solely for the benefit of a series of Debt Securities other than the
notes), continued for 90 days after written notice and (e)certain events of
bankruptcy, insolvency or reorganization of News Corporation, the Company or
any Significant Subsidiary of News Corporation.
If an Event of Default, other than an Event of Default as a result of certain
events of bankruptcy, insolvency or reorganization, with respect to
Outstanding Securities of any series shall occur and be continuing, then and,
in every such case, the holders of not less than 25% in aggregate principal
amount of the Outstanding Securities of that series may declare the principal
amount of all of the Securities of that series and accrued interest
immediately due and payable by a notice in writing to the Company and to the
Trustee. If an event of default occurs and is continuing as a result of
certain events of bankruptcy, insolvency or reorganization, the principal
amount and interest, if any, of all the debt securities of that series
automatically will become immediately due and payable without any declaration
or other act on the part of the Trustee or any holder of such securities. At
any time after a declaration of acceleration has been made, but before a
judgment or decree for payment of the money due has been obtained by the
Trustee, the holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee,
may, in certain circumstances, rescind and annul such declaration (except an
acceleration due to a default in payment of the interest on any security).
The Trustee will give notice to holders of the notes of any continuing default
known to the Trustee within 90days after it becomes so known unless such
default shall have been cured or waived; however, the Trustee may withhold
such notice of default, other than a payment default, if it determines in good
faith that withholding the notice is in the interests of the holders.
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No holder of any notes shall have any right to institute any proceeding with
respect to the Indenture or the notes or for any remedy thereunder, unless
such holder previously shall have given to the Trustee written notice of a
default with respect to such holder's notes and unless also the holders of not
less than 25% of the principal amount of Outstanding Securities of the
applicable series of notes shall have made written request upon the Trustee,
and have offered to the Trustee indemnity satisfactory to it, to institute
such proceeding as Trustee, and the Trustee shall not have received direction
inconsistent with such request in writing by the holders of a majority in
principal amount of Outstanding Securities and shall have neglected or refused
to institute such proceeding within 60 days. However, the right of any holder
of any note to enforce the payment of principal and interest, if any, due on
such note on or after the dates expressed in such note, may not be impaired or
affected.
The Indenture includes a covenant requiring certain officers of the Company to
furnish to the Trustee annually a statement as to whether, to their knowledge,
the Company is in default under the Indenture and, if so, specifying all such
known Defaults.
As discussed above, as of September30, 2012, there were approximately $12.0
billion of Debt Securities issued under various predecessor senior indentures
which contain event of default provisions different than those set forth
herein.Under the terms of those predecessor seniorindentures events of
default included (a)an event of default on any other Indebtedness for
borrowed money of News Corporation or any of its Subsidiaries having an
aggregate amount outstanding in excess of $100 million which has caused the
holders thereof to declare such Indebtedness due and payable in advance of its
scheduled maturity; (b)failure to pay at stated maturity (and the expiration
of any grace period) any other Indebtedness for borrowed money of News
Corporation or any of its Subsidiaries in excess of $100 million; and
(c)final judgments for the payment of money which in the aggregate exceed
$250 million rendered against News Corporation or any Restricted Subsidiary by
a court and that remain unstayed or undischarged for a period of 60 days. It
is important to note that the Indenture defining the notes does not include
these event of default provisions.
Discharge and defeasance
The Indenture provides that the Company may satisfy and discharge obligations
thereunder with respect to the notes of any series by delivering to the
Trustee for cancellation all notes of the series or depositing with the
Trustee, after the notes have become due and payable, or will become due and
payable within one year or will be called for redemption within one year, cash
sufficient to pay at stated maturity or redemption all of the notes of the
series and all other sums payable under the Indenture with respect to the
series.
The Indenture provides with respect to any series of notes that the Company
may elect either (A)to defease and be discharged from any and all obligations
with respect to any series of the notes (except as otherwise provided in the
Indenture) ("defeasance") or (B)to be released from certain of its
obligations with respect to such series of the notes described under "Certain
Covenants," and "Repurchase Upon Change of Control Triggering Event"
("covenant defeasance"), in each case upon the irrevocable deposit with the
Trustee, in trust for such purpose, of money, and/or U.S. Government
Obligations or Foreign Government Securities (each as defined in the
Indenture) which through the payment of principal and interest in accordance
with their terms will provide money, in an amount sufficient to pay the
principal of (and premium, if any), and interest on, such series of the notes
on the scheduled due dates therefor and the satisfaction of certain other
conditions.
Regarding the trustee
The Indenture provides that, except during the continuance of an Event of
Default, the Trustee will perform only such duties as are specifically set
forth in such Indenture. The Trustee is The Bank of New York Mellon, 525
William Penn Place, 38 th Floor, Pittsburgh, PA 15259.
The Indenture and provisions of the Trust Indenture Act of 1939, as amended,
contain limitations on the rights of the Trustee, should it become a creditor
of the Company or a Guarantor, to obtain payment of claims in certain cases or
to realize on certain property received by it in respect of any such claims,
as security or
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otherwise. The Trustee is permitted to engage in other transactions; provided,
however, that if it acquires any conflicting interest it must eliminate such
conflict upon the occurrence of a Default or must resign. The Bank of New York
Mellon is a lender under the Revolving Credit Agreement.
The Trustee will perform only those duties that are specifically set forth in
the Indenture, unless an event of default occurs and is continuing. In case an
event of default occurs and is continuing, the Trustee will exercise the same
degree of care and skill as a prudent individual would exercise in the conduct
of his or her own affairs. The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by the Indenture at the
request or direction of any of the holders pursuant to the Indenture, unless
such holders shall have offered to the Trustee security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction.
Certain covenants
Guarantees by Subsidiaries.To the extent that after the date of the Indenture
any Subsidiary issues any guarantee of any Public Debt in excess of $100
million and such Subsidiary is not thereafter released from such guarantee
within ten Business Days, the Indenture requires that such Subsidiary
guarantee the notes on a pari passu basis if such Public Debt is senior
indebtedness and on a senior basis if such Public Debt is subordinated
indebtedness.
Limitation on Liens.Neither News Corporation nor any Subsidiary will create,
assume, incur or suffer to exist any Lien on or with respect to any of its
properties to secure Indebtedness unless contemporaneously therewith or prior
thereto the Securities are equally and ratably secured for so long as such
other Indebtedness shall be so secured, except for Permitted Encumbrances.
Governing Law
The Indenture and the notes will be governed by and construed in accordance
with the laws of the State of New York.
Certain definitions
Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms.
"Affiliate" of any specified Person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided that any Person that would be an
Affiliate solely by reason of the fact that a director or officer of such
Person is also a director or officer of a member of News Corporation or its
Subsidiaries shall be deemed not to be an Affiliate for purposes of this
definition. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of Voting Stock, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
"Capital Stock" of any Person is defined as any and all shares, interests,
participations or other equivalents (however designated) of capital stock and
any rights (other than loan stock or debt securities convertible into capital
stock), warrants or options to acquire such capital stock.
"Content" means all print, audio, visual and other content and information
available for publication, distribution, broadcast, transmission or any other
form of delivery for exploitation on any form of media or medium of
communication, whether now known or hereafter discovered or created.
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"Default" is defined as any event, act or condition which is, or after notice
or passage of time or both would be, an Event of Default.
"Film Special Purpose Vehicle" means any Special Purpose Vehicle established
for the sole purpose of financing, producing, distributing, acquiring,
marketing, licensing, syndicating, publishing, transmitting or other
exploitation of Content.
"Foreign Government Securities" is defined as, with respect to securities and
coupons, if any, of any series that are denominated in a foreign currency,
securities that are (i)direct obligations of the government that issued such
currency for the payment of which obligations its full faith and credit is
pledged or (ii)obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of such government (the timely payment of
which is unconditionally guaranteed as a full faith and credit obligation of
such government) which, in either case under clauses (i)or (ii), are not
callable or redeemable at the option of the issuer thereof.
"GAAP" is defined as generally accepted accounting principles as applied in
the United States set forth in Accounting Standards Codification of the
Financial Accounting Standards Board or in such other statements by such other
entity as may be approved by a significant segment of the accounting
profession of the United States, which are applicable as of the date of
determination, provided that the definitions contained in the Indenture and
all ratios and calculations under the covenants described therein shall be
determined in accordance with GAAP as in effect on the date of the applicable
indenture.
"Lien" is defined as any lien, security interest, or other charge or
encumbrance of any kind, including without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property.
"News Consolidated Group" is defined as News Corporation and its Subsidiaries
which are consolidated under GAAP.
"Original Issue Discount Debt Security" is defined as any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof.
"Outstanding" is defined as, as of the date of determination, all Debt
Securities theretofore authenticated and delivered under the Indenture,
except: (i)Debt Securities for whose payment or redemption (a)money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust
by the Company (if the Company shall act as its own Paying Agent) for the
holders of such Debt Securities or (b)U.S. Government Obligations or Foreign
Government Securities as contemplated by the section of the Indenture
governing satisfaction, discharge and defeasance of Debt Securities in the
necessary amount have been theretofore deposited with the Trustee in trust for
the holders of such Debt Securities in accordance with such section; provided
that, if such Debt Securities are to be redeemed, notice of such redemption
has been duly given pursuant to the Indenture or provision therefor
satisfactory to the Trustee has been made; and (ii)Debt Securities which have
been paid pursuant to the section of the Indenture governing mutilated,
destroyed, lost and stolen securities or in exchange for or in lieu of which
other Debt Securities have been authenticated and delivered pursuant to the
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Debt
Securities are held by a bona fide purchaser in whose hands such Debt
Securities are valid obligations of the Company; provided, however, that in
determining whether the holders of the requisite principal amount of the
Outstanding Debt Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of any
Original Issue Discount Securities that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof pursuant to the section of the Indenture
governing acceleration, the principal amount of a Debt Security denominated in
a foreign currency or currencies shall be deemed to be that amount of dollars
that could be obtained for such principal amount on the basis of the spot rate
of exchange for such foreign currency or such currency unit as determined by
the Company or by an authorized exchange rate
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agent, and Debt Securities owned by the Company or any other obligor upon the
Debt Securities or any Affiliate of the Company or of such other obligor shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Debt
Securities which the Trustee knows to be so owned shall be so disregarded.
Debt Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee's right so to act with respect to such Debt Securities and that
the pledgee is not the Company or any other obligor upon the Debt Securities
or any Affiliate of the Company or of such other obligor.
"Permitted Encumbrance" means any of the following: (i)any Lien which arises
in favor of an unpaid seller in respect of goods, plant or equipment sold and
delivered to any member of the News Consolidated Group in the ordinary course
of its business until payment of the purchase price for such goods or plant or
equipment or any other goods, plant or equipment previously sold and delivered
by that seller (except to the extent that such Lien secures Indebtedness or
arises otherwise than due to deferment of payment of purchase price);
(ii)Liens arising by operation of law, including Liens for taxes, assessments
and governmental charges or levies that are either (a)not yet overdue or
(b)being contested in good faith and by appropriate proceedings and as to
which appropriate reserves are being maintained; (iii)any Lien or pledge
created or subsisting in the ordinary course of business over documents of
title, insurance policies or sale contracts in relation to commercial goods to
secure the purchase price thereof; (iv)any Lien with respect to a cash
deposit which secures the payment or reimbursement obligation in favor of any
financial institution or government in connection with any letter of credit,
guarantee or bond, issued by or, as the case may be, granted to any financial
institution, or government, in respect of any amount payable by any member of
the News Consolidated Group pursuant to any agreement or arrangement (other
than in respect of Indebtedness for borrowed money) entered into by any member
of the News Consolidated Group; (v)any Lien with respect to a cash deposit
which is deposited in an account with any financial institution or firm of
lawyers or title company to be held in escrow in such account pursuant to any
agreement or arrangement (other than in respect of Indebtedness for borrowed
money); (vi)Liens on property purchased after the date of the Indenture
provided that (A)any such Lien (x)is created solely for the purpose of
securing Indebtedness incurred to finance the cost (including the cost of
construction) of the item of property subject thereto and such Lien is created
prior to, at the time of, or within 270 days after the later of, the
acquisition, the completion of construction or the commencement of the full
operation of such property, or for the purpose of securing Indebtedness
incurred to refinance any Indebtedness previously so secured or (y)existed on
such property at the time of its acquisition (other than Liens created in
contemplation of such acquisition that were not incurred to finance the
acquisition of such property), (B)the principal amount of Indebtedness
secured by any Lien described in clause (A)(x) does not exceed 100% of such
cost, and (C)such Lien does not extend to or cover any other property other
than such item or property and any improvements on such item; (vii)any Lien
with respect to any asset (including, without limitation, securities,
documents of title and source codes), to the extent arising from the delivery
of such asset to any financial institution, firm of lawyers, title company or
other entity which holds assets in escrow or custody, to be held in escrow
pursuant to any agreement or arrangement granted in the ordinary course of
business; (viii)statutory Liens of carriers, warehousemen, mechanics,
suppliers, materialmen, repairmen and other like Liens arising in the ordinary
course of business and with respect to amounts not yet delinquent or being
contested in good faith by appropriate proceedings, if a reserve or other
appropriate provision has been made; (ix)easements, rights of way and other
encumbrances on title to real property that do not materially adversely affect
the use of such property for its present purposes; (x)pledges or deposits in
connection with worker's compensation, unemployment insurance and other social
security legislation; (xi)Liens existing on the date of the Indenture;
(xii)Liens permitted to finance receivables (including pursuant to a
receivables sales agreement) arising in the ordinary course of business;
(xiii)Liens on assets of Film Special Purpose Vehicles securing Indebtedness
incurred for the purpose of effecting Permitted Film Financings; (xiv)Liens
created in favor of (x)a producer or supplier of Content or (y)any other
Person in connection with the financing of the production, distribution,
acquisition, marketing, licensing, syndication, publication, transmission
and/or other exploitation of Content, in each case above on or with respect to
distribution revenues and/or distribution rights which arise from or are
attributable to such Content; (xv)Liens under construction, performance and
similar bonding arrangements entered into in the ordinary course of
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business; (xvi)in the case of a Person becoming a member of the News
Consolidated Group after the date of the Indenture, any Lien with respect to
the assets of such Person at the time it became a member of the News
Consolidated Group, provided that such Lien is not created in contemplation
of, or in connection with, such Person becoming a member of the News
Consolidated Group; (xvii)Liens created by members of the News Consolidated
Group in favor of other members of the News Consolidated Group; (xviii)Liens
not otherwise permitted herein which do not, in the aggregate, exceed 15% of
the Tangible Assets of the News Consolidated Group; provided that any such
Lien is not otherwise prohibited under the Indenture; and (xix)any extension,
renewal or replacements of any of the Liens referred to in clauses (i)through
(xviii)above, provided that the renewal, extension or replacements is limited
to all or part of the property securing the original Lien or any replacement
of such property and further provided that in the case of sub-clauses (i)and
(iii)of this definition, there is no default in the underlying obligation
secured by such encumbrance or such obligation is being contested in good
faith and by appropriate proceedings.
"Permitted Film Financing" means debt and equity financing arrangements with
third parties for the financing, production, distribution, acquisition,
marketing, licensing, syndication, publishing, transmission or other
exploitation of Content by any Person in which any interest held by a member
of the News Consolidated Group is held through a Film Special Purpose Vehicle
and as to which neither News Corporation nor its Subsidiaries has incurred any
Indebtedness other than through such Film Special Purpose Vehicle.
"Person" means any individual, partnership, corporation, joint venture,
limited liability company, trust or other entity, or government or any agency
or political subdivision thereof.
"Programming Liabilities" means all obligations incurred in the ordinary
course of business to finance, produce, distribute, acquire, market, license,
syndicate, publish, transmit or otherwise exploit Content, other than any such
obligations for Indebtedness described in clause (i)of the definition of
Indebtedness and guaranties of such Indebtedness.
"Public Debt" means any Indebtedness of News America and News Corporation
(other than the Securities) that is registered pursuant to a registration
statement filed with the SEC or any comparable national or state regulatory or
governmental body in any jurisdiction of the United States or otherwise, plus
any Indebtedness that any member of the News Consolidated Group has issued and
provided registration rights to the holders of such privately placed
securities in connection with such issuance other than the Securities.
"Redeemable Stock" is defined as any equity security that by its terms or
otherwise is required to be redeemed prior to the maturity of the Securities
or is redeemable at the option of the holder thereof at any time prior to
maturity of the Securities.
"Securities" means any debt securities authenticated and delivered under the
Indenture.
"Special Purpose Vehicle" means a Person that is, or was, established:
(a)with a separate legal identity and limited liability; (b)as a member of
the News Consolidated Group; and (c)for the sole purpose of a single
transaction, or series of related transactions, and that has no assets and
liabilities other than those directly acquired or incurred in connection with
such transaction(s).
"Subsidiary" is defined as, with respect to any Person, (i)a corporation a
majority of whose issued and outstanding capital stock, voting shares or
ordinary shares having ordinary voting power, under ordinary circumstances, to
elect directors is at the time, directly or indirectly, owned by such Person,
by one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries thereof or (ii)any other Person (other than a corporation) in
which such Person, one or more Subsidiaries thereof or such Person and one or
more Subsidiaries thereof, directly or indirectly, at the date of
determination thereof has at least a majority ownership interest and the power
to direct the policies, management and affairs thereof. For purposes of this
definition, any director's qualifying shares or investments by foreign
nationals mandated by applicable law shall be disregarded in determining the
ownership of a Subsidiary.
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"Tangible Assets" of any Person is defined as, as of any date, the amount of
total assets of such Person and its subsidiaries on a consolidated basis at
such date minus goodwill, trade names, patents, unamortized debt discount
expense and other like intangibles, all determined in accordance with GAAP.
The summary herein of certain provisions of the Indenture, including the
defined terms therein, does not purport to be complete and is subject to, and
is qualified in its entirety by reference to, all the provisions of the
Indenture, a copy of which will be made available to prospective purchasers of
the notes upon request to the Company.
Tax Consequences of the Exchange Offer
The following is a general discussion of certain U.S. federal income and
estate tax consequences of the acquisition, ownership and disposition of notes
by U.S. Holders and Non-U.S. Holders, each as defined below. This discussion
is based upon the U.S. federal tax law now in effect, which is subject to
change, possibly retroactively. For purposes of this discussion, a "U.S.
Holder" is a beneficial owner of a note that is, for U.S. federal income tax
purposes, a citizen or resident of the United States, a corporation or any
entity taxable as a corporation for U.S. federal income tax purposes created
or organized in the United States or under the laws of the United States or of
any political subdivision thereof, an estate whose income is includable in
gross income for U.S. federal income tax purposes regardless of its source or
a trust whose administration is subject to the primary supervision of a U.S.
court and which has one or more U.S. persons who have the authority to control
all substantial decisions of the trust, or if a valid election is made to
treat the trust as a U.S. person. A "Non-U.S. Holder" is a beneficial owner of
a note that is neither a U.S. Holder nor a partnership (or an entity that is
treated as a partnership for U.S. federal income tax purposes).
This summary does not discuss all aspects of U.S. federal income taxation
which may be important to particular holders in light of their individual
investment circumstances, such as notes held by investors subject to special
tax rules (e.g., banks or other financial institutions, insurance companies,
broker-dealers, U.S. expatriates and tax-exempt organizations) or to persons
that will hold the notes as a part of a straddle, hedge, or synthetic security
transaction for U.S. federal income tax purposes or that have a functional
currency other than the U.S. dollar, all of whom may be subject to tax rules
that differ significantly from those summarized below. If a partnership (or
any entity that is treated as a partnership for U.S. federal income tax
purposes) holds the notes, the tax treatment of a partner in the partnership
will generally depend upon the status of the partner and the activities of the
partnership. In addition, this summary does not discuss any foreign, state or
local tax considerations. This summary assumes that investors will hold their
notes as "capital assets" (generally, property held for investment) under the
U.S. Internal Revenue Code of 1986, as amended (the "Code"). The Issuer will
treat the notes as debt, and the following discussion assumes that the notes
are properly characterized as debt for U.S. federal income tax purposes.
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE
U.S. FEDERAL TAX CONSEQUENCES OF ACQUIRING, HOLDING AND DISPOSING OF NOTES, AS
WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY NON-U.S.,
STATE, LOCAL OR OTHER TAXING JURISDICTION.
Tax Considerations Applicable to U.S. Holders and Non-U.S. Holders
Exchange of the Original Notes for Exchange Notes
The exchange of an original note for an Exchange Note pursuant to the Exchange
Offer will not constitute a taxable exchange for U.S. federal income tax
purposes because the Exchange Note will not be considered to differ materially
in kind or extent from the original note. Accordingly, the Exchange Note will
be treated for U.S. federal tax purposes as a continuation of the original
note in the hands of a U.S. Holder or a Non-U.S. Holder. As a result, (1)a
holder will not recognize any gain or loss on the exchange, (2)the holder's
holding period for an Exchange Note will include the holding period for the
original note, and (3)the holder's adjusted tax basis of the Exchange Note
will be the same as the holder's adjusted basis of the original note. The
Exchange Offer will not have any U.S. federal income tax consequences for a
nonexchanging holder of an original note.
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Taxation of U.S. Holders
Interest
A U.S. Holder generally will be required to include in gross income as
ordinary interest income the stated interest on a note at the time the
interest accrues or is received, in accordance with the U.S. Holder's method
of accounting for U.S. federal income tax purposes.
Optional Redemption and Change of Control
We intend to take the position that the likelihood of an optional redemption,
as described under "Description of the Notes-Redemption by the Company," or of
a Change of Control Offer, as described under "Description of the
Notes-Repurchase upon change of control triggering event," is remote within
the meaning of the applicable U.S. Treasury regulations and, in accordance
with such treatment, a U.S. Holder would not be required to take into account
any such payment until such payment is made by the Company. However, the
Internal Revenue Service ("IRS") may take a contrary position, which could
affect both the timing of a U.S. Holder's recognition of income from the notes
and our deduction with respect to such payment.
Sale, Exchange or Disposition of the Notes
Upon the sale, exchange, redemption or other taxable disposition of an
exchange note, a U.S. Holder will generally recognize capital gain or loss
equal to the difference between (i)the amount realized on the disposition
(not including the amount allocable to accrued and unpaid interest not
previously included in gross income, which will be treated as ordinary
interest income), and (ii)the U.S. Holder's adjusted tax basis in the note.
The amount realized will equal the sum of the amount of cash and the fair
market value of any property received on the disposition of the note. A U.S.
Holder's adjusted tax basis in the note will generally equal such U.S.
Holder's purchase price for the note reduced by any principal payments on the
note received by such U.S. Holder. The capital gain or loss will be long-term
capital gain or loss if the U.S. Holder's holding period in the note exceeds
one year at the time of the disposition.
Market Discount
A U.S. Holder that purchases a note for an amount that is less than its
principal amount will have market discount with respect to the note in the
amount of such excess. Such U.S. Holder is required (unless the market
discount is less than a de minimis amount) to treat any principal payments on,
or any gain realized on the disposition or retirement of such note, as
interest income to the extent of the market discount that accrued while such
U.S. Holder held the note, unless the U.S. Holder elects to include the market
discount in income on a current basis (see "Accrual Method Election" below).
"Accrued" market discount is determined on a straight-line basis or, at the
U.S. Holder's election, on a constant-yield basis. Market discount is
considered to be a de minimis amount if it is less than one-quarter of one
percent of the note's principal amount multiplied by the number of complete
years to maturity after the U.S. Holder acquired the note. If a U.S. Holder
disposes of a note with more than a de minimis amount of market discount in a
nontaxable transaction in exchange for property whose adjusted basis is
determined by reference to the adjusted basis of the note, such U.S. Holder
must include all market discount in income as if such U.S. Holder had sold the
note at its then fair market value.
If a U.S. Holder acquires a note at a market discount and does not make the
accrual method election described below, such U.S. Holder may be required to
defer the deduction of a portion of the interest expense on any indebtedness
incurred or continued to purchase or carry the note until the deferred income
is realized.
Accrual Method Election
A U.S. Holder that purchases a note with market discount may elect to include
in gross income such U.S. Holder's entire return on the note (i.e., the excess
of all remaining payments to be received on the note over the amount such U.S.
Holder paid for the note) based on the compounding of interest at a constant
rate. Such an
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election will apply to all debt instruments with market discount acquired by
such U.S. Holder after the first day of the first taxable year to which such
election applies. The election may be revoked only with the consent of the
IRS.
Bond Premium
A U.S. Holder that purchases a note for an amount in excess of its principal
amount will have premium with respect to the note in the amount of such
excess. Such U.S. Holder may elect to treat the premium as "amortizable bond
premium." If such an election is made, the amount of interest such U.S. Holder
must include in income for each accrual period is reduced by the portion of
the premium allocable to such period based on the note's yield to maturity. If
the amortizable bond premium exceeds the interest allocable to the accrual
period, the electing U.S. Holder must treat the excess as a bond premium
deduction for the accrual period. However, the amount treated as a bond
premium deduction is limited to the amount by which such U.S. Holder's total
interest income on the note in prior accrual periods exceeds the total amount
treated by such U.S. Holder as bond premium on the note in prior accrual
periods. A U.S. Holder generally may not assume that a note will be redeemed
or converted prior to maturity for this purpose. If the note is in fact
redeemed, such U.S. Holder may deduct any unamortized premium in the year of
redemption. If a U.S. Holder makes the election described in this paragraph,
the election will apply to all debt instruments the interest on which is not
excludible from gross income ("fully taxable bonds") that such U.S. Holder
holds at the beginning of the first taxable year to which the election applies
and to all fully taxable bonds such U.S. Holder later acquires. The election
may be revoked only with the consent of the IRS.
If a U.S. Holder does not make this election, such U.S. Holder must include
the full amount of each interest payment in income as described in "Interest"
above. The U.S. Holder will receive a tax benefit from the premium only in
computing gain or loss upon the sale or other disposition or retirement of the
note.
Medicare Tax
For taxable years beginning after December31, 2012, a United States person
that is an individual or estate, or a trust that does not fall into a special
class of trusts that is exempt from such tax, will be subject to a 3.8% tax on
the lesser of (1)such person's "net investment income" for the relevant
taxable year and (2)the excess of such person's modified gross income for the
taxable year over a certain threshold (which in the case of individuals will
be between $125,000 and $250,000, depending on the individual's
circumstances). A U.S. Holder's net investment income will generally include
its interest income and its net gains from the disposition of notes, unless
such interest payments or net gains are derived in the ordinary course of the
conduct of a trade or business (other than a trade or business that consists
of certain passive or trading activities). If you are a United States person
that is an individual, estate or trust, you are urged to consult your tax
advisors regarding the applicability of the Medicare tax to your income and
gains in respect of your investment in the notes.
Backup Withholding and Information Reporting
Certain non-corporate U.S. Holders may be subject to backup withholding,
currently at a rate of 28%, on payments of principal and interest on, and the
proceeds of the disposition of, the notes, if the U.S. Holder (1)fails to
provide a correct taxpayer identification number ("TIN"), which, for an
individual, would generally be his or her Social Security Number, (2)provides
an incorrect TIN, (3)is notified by the IRS that it has failed to report
payments of interest or dividends, or (4)under certain circumstances, fails
to certify that it is exempt from withholding. In addition, such payments of
principal, interest and disposition proceeds to U.S. Holders will generally be
subject to information reporting.
Backup withholding is not an additional tax. Any amount withheld from payment
to a U.S. Holder under the backup withholding rules will be allowed as a
credit against the U.S. Holder's U.S. federal income tax liability and may
entitle the U.S. Holder to a refund, provided the required information is
timely furnished to the IRS. U.S. Holders should consult their tax advisors
regarding their qualification for exemption from backup withholding and the
procedure for obtaining such an exemption, if available.
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Taxation of Non-U.S. Holders
Interest
Provided the beneficial owner of the notes fulfills certain certification
requirements of section 871(h) or 881(c) of the Code as described below under
the heading "Owner Statement Requirement," interest paid by the Company to a
Non-U.S. Holder will not be subject to U.S. federal income or withholding tax
unless (A)the Non-U.S. Holder (i)actually or constructively owns 10% or more
of the total voting power of all voting stock of the Company or (ii)is a
controlled foreign corporation with respect to which the Company is a "related
person" within the meaning of the Code or (B)such Non-U.S. Holder held the
notes in connection with a U.S. trade or business carried on by such Non-U.S.
Holder. Interest that does not qualify for exemption under these rules and is
not effectively connected with the conduct of a U.S. trade or business
generally will be subject to a U.S. withholding tax at a rate of 30% unless
such tax is reduced or eliminated by an applicable treaty. A Non-U.S. Holder
that is engaged in the conduct of a U.S. trade or business will be subject to
(i)U.S. federal income tax on interest that is effectively connected with the
conduct of such trade or business (or, attributable to a permanent
establishment in the UnitedStates of such Non-U.S. Holder pursuant to an
applicable tax treaty) and (ii)if the Non-U.S. Holder is a corporation, a
U.S. branch profits tax equal to 30% of its "effectively connected earnings
and profits" as adjusted for the taxable year, unless the Non-U.S. Holder
qualifies for an exemption from such tax or a lower tax rate under an
applicable treaty. Any such interest that is effectively connected with the
conduct of a U.S. trade or business or attributable to a U.S. permanent
establishment of a Non-U.S. Holder will be subject to U.S. federal income tax
on a net income basis in the same manner as if such Non-U.S. Holder were a
U.S. person.
Gain on Disposition
A Non-U.S. Holder will generally not be subject to U.S. federal income tax on
gain recognized on a sale, redemption or other disposition of notes unless
(i)the gain is effectively connected with the conduct of a trade or business
within the United States by the Non-U.S. Holder (or, if a treaty applies,
attributable to a permanent establishment in the United States of such
Non-U.S. Holder) or (ii)in the case of a Non-U.S. Holder who is an
individual, such Non-U.S. Holder is present in the United States for 183 or
more days in the taxable year and certain other requirements are met. Any such
gain that is effectively connected with the conduct of a U.S. trade or
business or attributable to a U.S. permanent establishment of a Non-U.S.
Holder will be subject to U.S. federal income tax on a net income basis in the
same manner as if such Non-U.S. Holder were a U.S. Holder and, if such
Non-U.S. Holder is a corporation, such gain may also be subject to the 30%
U.S. branch profits tax described above.
Federal Estate Taxes
If interest on the notes is exempt from withholding of U.S. federal income tax
under the rules described above (without regard to the requirements described
below under the heading "Owner Statement Requirement"), the notes held by an
individual who at the time of death is a Non-U.S. Holder and is not engaged in
a U.S. trade or business generally will not be subject to U.S. federal estate
tax as a result of such individual's death.
Owner Statement Requirement
Sections 871(h) and 881(c) of the Code require that either the beneficial
owner of a note or a securities clearing organization, bank or other financial
institution that holds customers' securities in the ordinary course of its
trade or business (a "Financial Institution") and that holds notes on behalf
of such owner file a statement (IRS Form W-8BEN or W-8IMY, as applicable, or
any successor form) with the Company or its agent to the effect that the
beneficial owner is not a U.S. person in order to avoid withholding of U.S.
federal income tax (an "Owner's Statement").
Backup Withholding and Information Reporting
Current U.S. federal income tax law provides that in the case of payments of
interest to Non-U.S. Holders, backup withholding generally will not apply to
payments made outside the United States by the Company or a
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paying agent on a note if an Owner's Statement is received or an exemption has
otherwise been established; provided in each case that the Company or a paying
agent, as the case may be, does not have actual knowledge that the payee is a
U.S. person.
Non-U.S. Holders should consult their tax advisors regarding the application
of the information reporting and backup withholding in their particular
situations, the availability of an exemption therefrom, and the procedure for
obtaining such an exemption, if available. Any amounts withheld from a payment
to a Non-U.S. Holder under the backup withholding rules will be allowed as a
credit against such Non-U.S. Holder's U.S. federal income tax liability and
may entitle such Non-U.S. Holder to a refund, provided that the required
information is furnished to the IRS.
Additional Withholding Rules for Foreign Accounts
Sections 1471 through 1474 of the Code ("FATCA") impose a withholding tax of
30% on certain types of payments by U.S. entities (such as the Issuer) made to
persons that fail to meet requirements under FATCA. This withholding tax may
be imposed on a portion of payments to (i)certain holders or beneficial
owners of notes that do not provide certain information requested by the
Issuer (or any relevant intermediary), (ii)any recipient (including an
intermediary) of a payment that is a non-U.S. financial institution and has
not (or the relevant financial institution has not) entered into an agreement
with the IRS under FATCA and (iii)any recipient or intermediary that has not
otherwise established an exemption from FATCA.
This legislation is generally effective for notes issued after December31,
2012. However, under recently proposed IRS regulations, these withholding
provisions will only apply to payments of interest on the notes made on or
after January1, 2014 and to payments of gross proceeds from a sale or other
disposition of notes made on or after January1, 2015.Prospective investors
should consult their tax advisors regarding this legislation.
Neither a holder nor a beneficial owner of notes will be entitled to any
additional amounts in the event such withholding tax is imposed. Certain
beneficial owners may be eligible for a refund of amounts withheld as a result
of FATCA.
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BOOK-ENTRY; DELIVERY AND FORM
The Company will initially issue the Exchange Notes in the form of one or more
global notes. Each global note will be deposited with, or on behalf of, DTC
and registered in the name of DTC or its nominee. Except as described below, a
global note may be transferred, in whole and not in part, only to DTC or
another nominee of DTC. You may hold your beneficial interests in any global
note directly through DTC if you have an account with DTC or indirectly
through organizations which have accounts with DTC.
DTC has advised the Company as follows:
• it is a limited-purpose trust company organized under the laws of the
State of New York,
• it is a member of the Federal Reserve System,
• is a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and
• it is "a clearing agency" registered pursuant to the provisions of
Section17A of the Exchange Act.
DTC was created to hold securities of institutions that have accounts with it
("participants") and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the
need for physical movement of securities certificates. Direct participants
include securities brokers and dealers, which may include the initial
purchasers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its participants and by the New
York Stock Exchange, Inc., the American Stock Exchange LLC and FINRA. Access
to DTC's book-entry system is also available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, whether directly or indirectly.
The rules applicable to DTC and its participants are on file with the
Commission.
The Company expects that, pursuant to procedures established by DTC, upon the
deposit of a global note with DTC, DTC will credit, on its book-entry
registration and transfer system, the principal amount of notes represented by
the global note to the accounts of participants. The accounts to be credited
will be designated by the initial purchasers. Ownership of beneficial
interests in the global note will be limited to participants or persons that
may hold interests through participants. Ownership of beneficial interests in
the global note will be shown on, and the transfer of those ownership
interests will be effected only through, records maintained by DTC, with
respect to participants' interests, or by DTC's direct and indirect
participants, with respect to the owners of beneficial interests in the global
note other than participants. The laws of some jurisdictions may require that
purchasers of securities take physical delivery of securities in definitive
form. These limits and laws may impair the ability to transfer or pledge
beneficial interests in the global note.
So long as DTC, or its nominee, is the registered holder and owner of the
global note, DTC or its nominee, as the case may be, will be considered the
sole legal owner and holder of any notes evidenced by the global note for all
purposes of the notes and the Indenture. DTC has no knowledge of the actual
beneficial owners of the notes; DTC's records reflect only the identity of the
participants to whose accounts such notes are credited, which may or may not
be the beneficial owners. The participants and indirect participants will
remain responsible for keeping account of their holdings on behalf of their
customers. Except as set forth below, as an owner of a beneficial interest in
the global note, you will not be entitled to have the notes represented by the
global note registered in your name, will not receive or be entitled to
receive physical delivery of certificated notes and will not be considered to
be the owner or holder of any notes under the global note. The Company
understands that under existing industry practice, in the event an owner of a
beneficial interest in the global note desires to take any action that DTC, as
the holder of the global note, is entitled to take, DTC would authorize the
participants to take the action, and the participants would authorize
beneficial owners owning through the participants to take the action or would
otherwise act upon the instructions of beneficial owners owning through those
participants and indirect participants.
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Conveyance of notices and other communications by DTC to participants, by
participants to indirect participants, and by participants and indirect
participants to beneficial owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Beneficial owners of the notes may wish to take certain steps to
augment transmission to them of notices of significant events with respect to
the notes, such as redemptions, tenders, defaults and proposed amendments to
the security documents. Beneficial owners of the notes may wish to ascertain
that the nominee holding the notes for their benefit has agreed to obtain and
transmit notices to beneficial owners, or in the alternative, beneficial
owners may wish to provide their names and addresses to the registrar and
request that copies of the notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the notes within
an issue are being redeemed, DTC's practice is to determine by lot the amount
of the interest of each participant in such issue to be redeemed.
The Company will make payments of principal of, premium, if any, and interest
on notes represented by the global note registered in the name of and held by
DTC or its nominee to DTC or its nominee, as the case may be, as the
registered owner and holder of the global note.
The Company expects that DTC or its nominee, upon receipt of any payment of
principal of, premium, if any, or interest on the global note will credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the global note as
shown on the records of DTC or its nominee. The Company also expects that
payments by participants or indirect participants to owners of beneficial
interests in the global note held through direct and indirect participants
will be governed by standing instructions and customary practices and will be
the responsibility of the participants. The Company will not have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in the global note
for any note or for maintaining, supervising or reviewing any records relating
to beneficial ownership interests or for any other aspect of the relationship
between DTC and its direct or indirect participants or the relationship
between those participants and the owners of beneficial interests in the
global note owning through those participants.
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the global note among participants in DTC, it is
under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time. Under such circumstances, in
the event that a successor securities depository is not obtained, note
certificates are required to be printed and delivered as described under
"Description of Exchange Notes." Neither the Trustee nor the Company will have
any responsibility or liability for the performance by DTC or its participants
or indirect participants of their respective obligations under the rules and
procedures governing their operations.
The information in this section concerning DTC and DTC's book-entry system has
been obtained from sources that the Company believes to be reliable, but the
Company takes no responsibility for the accuracy thereof.
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PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with the resale of the Exchange Notes. This prospectus, as it may
be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Notes received in exchange for original
notes where such original notes were acquired as a result of market-making
activities or other trading activities. We have agreed that, starting on the
expiration date and ending on the close of business on the first anniversary
of the expiration date, we will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale. In addition, until , 2013 (90 days after the
date of delivery of this prospectus), all broker-dealers effecting
transactions in the Exchange Notes may be required to deliver a prospectus.
We will not receive any proceeds from any sale of Exchange Notes by
broker-dealers. Exchange Notes received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Notes or a combination of such
methods of resale. These resales may be made at market prices prevailing at
the time of resale, at prices related to such prevailing market prices or
negotiated prices. Any resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer or the purchasers of
any of the Exchange Notes. Any broker-dealer that resells Exchange Notes that
were received by it for its own account pursuant to the Exchange Offer and any
broker or dealer that participates in a distribution of the Exchange Notes may
be deemed to be an underwriter within the meaning of the Securities Act, and
any profit on any such resale of Exchange Notes and any commissions or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The letter of transmittal states that,
by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an underwriter within the
meaning of the Securities Act.
For a period of 90 days after the expiration date, we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests these documents in the letter of
transmittal. We have agreed to pay all expenses incident to the performance of
our obligations in connection with the Exchange Offer. We will indemnify the
holders of the notes (including any broker-dealer) against certain
liabilities, including liabilities under the Securities Act.
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WHERE YOU CAN FIND MORE INFORMATION
News Corporation is subject to the informational requirements of the Exchange
Act and files reports and other information with the Commission.
You may read and copy this information at the Public Reference Room of the
Commission, 100 F Street N.E., Washington, D.C. 20549. For more information
about the operation of the Public Reference Room, call the Commission at
1-800-SEC-0330. The Commission also maintains a website that contains reports
and other information about issuers who file electronically with the
Commission. The Internet address of the site is http://www.sec.gov. Some, but
not all, of News Corporation's publicly filed information is available through
the Commission's web site. You may also obtain certain of these documents at
News Corporation's website at www.newscorp.com. We are not incorporating the
contents of the websites of the Commission, News Corporation or any other
person into this document. We are only providing information about how you may
obtain certain documents that are incorporated into this document by reference
at these websites.
This prospectus forms part of the registration statement filed by News America
and News Corporation with the Commission under the Securities Act. This
prospectus omits certain of the information contained in the registration
statement in accordance with the rules and regulations of the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows News Corporation to "incorporate by reference"
information into this prospectus, which means important information may be
disclosed to you by referring you to another document filed separately with
the Commission. The information incorporated by reference is deemed to be part
of this prospectus, except for any information superseded by information
contained directly in this prospectus. This prospectus incorporates by
reference the documents set forth below that News Corporation has previously
filed with the Commission (other than, in each case, documents or information
deemed to have been furnished and not filed in accordance with the
Commission's rules). These documents contain important information about News
Corporation and its consolidated subsidiaries and their finances.
News Corporation has filed with the Commission, pursuant to the Exchange Act,
its Annual Report on Form10-K for the fiscal year ended June30, 2012, filed
August14, 2012, as amended, its Quarterly Report on Form 10-Q for the quarter
ended September30, 2012, filed November 9, 2012, Current Reports on Form 8-K,
filed July2, 2012,July3, 2012,July5, 2012,July6, 2012,July9,
2012,July10, 2012,July11, 2012,July12, 2012,July13, 2012,July16,
2012,July17, 2012,July18, 2012,July20, 2012,July23, 2012,July24,
2012,July25, 2012,July26, 2012,July27, 2012,July30, 2012,July31,
2012,August1, 2012,August2, 2012,August3, 2012,August6,
2012,August7, 2012,August9, 2012,August10, 2012,August13,
2012,August14, 2012,August15, 2012,August16, 2012,August17,
2012,August20, 2012,August21, 2012,August22, 2012,August23,
2012,August27, 2012,August29, 2012,August31, 2012,September5,
2012,September6, 2012,September10, 2012,September11, 2012 (Film Nos.
121085992 and 121085951),September12, 2012,September14, 2012 (Film Nos.
121093258 and 121092949),September17, 2012,September18,
2012,September19, 2012,September20, 2012,September21,
2012,September24, 2012,September25, 2012,September26,
2012,September27, 2012,September28, 2012 (Film Nos. 121117165 and
121117283),October2, 2012,October3, 2012,October4, 2012,October5,
2012,October9, 2012,October10, 2012,October11, 2012,October12,
2012,October15, 2012,October16, 2012 (FilmNos.121146460 and
121146771),October17, 2012,October18, 2012,October19, 2012,October22,
2012,October23, 2012,October24, 2012,October25, 2012,October26,
2012,October29, 2012,November1, 2012,November2, 2012,November5, 2012
(Film Nos. 121180423 and 121180414), November 6, 2012 (Film No. 121183777),
November 7, 2012, November 8, 2012 and November 9, 2012 (Film Nos. 121193730
and 121193727); and a Definitive Proxy Statement on Schedule 14A filed
September4, 2012, as supplemented.
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Reports and other information filed by News Corporation with the Commission
pursuant to Section13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this registration statement and prior to the effectiveness of the
registration statement shall be deemed to be incorporated by reference into
the prospectus. In addition, all reports, amendments to previously filed
reports and other information filed by News Corporation with the Commission
following the date hereof and prior to the termination of the exchange offer,
including News Corporation's Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and Proxy Statement filed on Schedule
14A, shall be deemed to be incorporated by reference herein. Statements
contained in this document as to the contents of any contract or other
document referred to in such document are not necessarily complete and, in
each instance, reference is made to the copy of such contract or other
document filed with the Commission, each such statement being qualified in all
respects by such reference.
We will provide to you upon written or oral request, without charge, a copy of
any and all of the information incorporated by reference in this prospectus;
however, a reasonable fee per page will be charged for any paper copies of any
exhibits to such information. Requests for copies of such information relating
to News Corporation should be directed to: News America Incorporated, 1211
Avenue of the Americas, New York, NY 10036, Attention: Investor Relations
(telephone number (212)852-7059).
LEGAL MATTERS
Certain legal matters in connection with the notes and the Guarantee have been
passed upon for the Company and the Guarantor by HoganLovells US LLP, 875
Third Avenue, New York, New York 10022.
EXPERTS
The consolidated financial statements of News Corporation appearing in News
Corporation's Annual Report (Form 10-K) for the fiscal year ended June30,
2012, filed on August14, 2012, and the effectiveness of News Corporation's
internal control over financial reporting as of June30, 2012 have been
audited by Ernst& Young LLP, independent registered public accounting firm,
as set forth in their reports thereon, included in News Corporation's Annual
Report (Form 10-K) for the fiscal year ended June30, 2012, filed on
August14, 2012, and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon
such reports given on the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements of British Sky Broadcasting Group plc
and subsidiaries appearing in Amendment No. 1 to the Annual Report on Form
10-K/A of News Corporation for the year ended June 30, 2012, incorporated in
this Prospectus by reference from News Corporation's Annual Report on Form
10-K for the year ended June 30, 2012, have been audited by Deloitte LLP,
independent auditors, as stated in their report, which is included in
Amendment No. 1 to the Annual Report on Form 10-K/A of News Corporation for
the year ended June 30, 2012, and incorporated herein by reference. Such
financial statements have been so incorporated in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
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We have not authorized any dealer or salesperson or other person to give any
information or represent anything not contained in this prospectus. You must
not rely on any unauthorized information. This prospectus does not constitute
an offer to sell or buy any securities in any jurisdiction where it is
unlawful. The information in this prospectus is current only as of the date of
this prospectus unless the information specifically indicates that another
date applies.
Until , all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.
US$1,000,000,000
News America Incorporated
Exchange Offer of
US$1,000,000,000 of our 3.00% Senior Notes due 2022
Unconditionally Guaranteed by
News Corporation
Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
News America and News Corporation are each governed by the laws of the state
of Delaware. Section145 of the General Corporation Law of the State of
Delaware, or the DGCL, provides that a corporation has the power to indemnify
a director, officer, employee or agent of the corporation and certain other
persons serving at the request of the corporation in related capacities
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonable incurred in connection with a
pending or completed action, suit or proceeding to which he is or is
threatened to be made a party by reason of such position, if such person shall
have acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful, provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the adjudicating court
determines that such an indemnification is proper under the circumstances.
With Respect to News America Incorporated
News America's Amended and Restated Certificate of Incorporation provides that
News America shall indemnify its directors and officers to the fullest extent
permitted by the DGCL.
News America's Amended and Restated Certificate of Incorporation also provides
that no director shall be personally liable to News America or its
stockholders for monetary damages for breach of his fiduciary duty as a
director, except for liability (i)for any breach of the director's duty of
loyalty to News America or its stockholders, (ii)for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii)under Section174 of the DGCL or (iv)for any transaction in which
the director derived an improper personal benefit.
News Corporation maintains insurance on behalf of its officers and directors
and officers and directors of its subsidiaries, including News America,
against any liability which may be asserted against any such officer or
director, subject to certain customary exclusions.
With Respect to News Corporation
Section102(b)(7) of the DGCL enables a corporation in its original
certificate of incorporation, or an amendment thereto validly approved by
stockholders, to eliminate or limit personal liability of members of its Board
of Directors for violations of a director's fiduciary duty of care. However,
the elimination or limitation shall not apply where there has been a breach of
the duty of loyalty, a failure to act in good faith, intentional misconduct or
a knowing violation of a law, a violation of Section174 of the DGCL or an
improper personal benefit is obtained in any transaction.
News Corporation's Restated Certificate of Incorporation provides that a
director shall not be liable to News Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the DGCL as the same exists or may hereafter be amended.
The Amended and Restated By-Laws of News Corporation provide, generally, that,
to the fullest extent permitted by the DGCL, as it exists or may in the future
be amended, News Corporation will indemnify each person who was or is made a
party to, or is threatened to be made a party to or who is otherwise involved
in, any action, suit, or proceeding, whether civil, criminal or otherwise, by
reason of the fact that he or she is or was a
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director or officer of News Corporation or any of its subsidiaries or is or
was serving at the request of News Corporation as a director or officer of any
other corporation, partnership or other enterprise, whether the basis of such
action, suit or proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a director or
officer (and may indemnify, to the extent authorized by its Board of
Directors, any officer, employee or agent of News Corporation), against all
expense, liability, and loss reasonably incurred or suffered by such person in
connection therewith, and such indemnification shall continue as to such
person who has ceased to be a director, officer, employee or in any other
capacity and shall inure to the benefit of the indemnitee's heirs, executors,
and administrators.
News Corporation maintains insurance on behalf of its officers and directors.
Article VII of News Corporation's Amended and Restated By-Laws includes the
following language:
"ARTICLE VII-INDEMNIFICATION
Section1. Indemnification .
Each person who was or is made a party to or is threatened to be made a party
to or is otherwise involved in any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (hereinafter a "Proceeding"), by
reason of the fact that he or she is or was a director or officer of the
Corporation or any of its direct or indirect subsidiaries or is or was serving
at the request of the Corporation as a director or officer of any other
corporation or of a partnership, limited liability company, joint venture,
trust, or other enterprise, including service with respect to an employee
benefit plan, or in any other capacity (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in such person's official
capacity or in any other capacity while holding such office, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended,
against all expense, liability, and loss (including attorneys' fees,
judgments, fines, excise or other taxes assessed with respect to an employee
benefit plan, penalties, and amounts paid in settlement) reasonably incurred
or suffered by such indemnitee in connection therewith, and such
indemnification shall continue as to an indemnitee who has ceased to serve as
a director or officer or in any other capacity and shall inure to the benefit
of the indemnitee's heirs, executors, and administrators; provided, however,
that, except as provided in Section3 of this ARTICLE VII with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board.
Section2. Advancement of Expenses .
The Corporation shall to the fullest extent not prohibited by applicable law
pay the reasonable expenses (including reasonable attorneys' fees) incurred by
indemnitee in defending any proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that no such
advancement of expenses shall be made except upon delivery to the Corporation
of an undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision or order from which there is no further
right to appeal (hereinafter a "final adjudication") that such indemnitee is
not entitled to be indemnified for such expenses under this ARTICLE VII or
otherwise.
Section8. Indemnification of Other Persons .
The Corporation may, to the extent authorized from time to time by the Board,
grant indemnification rights and rights to the advancement of expenses to any
officer, employee or agent of the Corporation to the fullest extent of the
provision of this ARTICLE VII and as permitted by the DGCL with respect to the
indemnification and advancement of expenses to directors."
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ITEM21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
INDEX TO EXHIBITS
Number Description
3.1 Restated Certificate of Incorporation of News Corporation
(Incorporated by reference to
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